Common use of Valid Issuance of Shares Clause in Contracts

Valid Issuance of Shares. The shares of Series Seed Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Prior to the Conversion Time, Parent shall take all corporate action required to be taken by its Board of Directors and stockholders in order that Parent may validly and legally issue (a) the Shares and (b) the Class A common stock of Parent, par value $0.0001 per share (the “Parent Class A Common Stock”), issuable upon conversion of the Shares (including, without limitation, filing an Amended and Restated Certificate of Incorporation of Parent with the Secretary of State of the State of Delaware authorizing the Series A Preferred Stock and Parent Class A Common Stock). Parent shall have duly authorized and reserved at or prior to the Conversion Time, a number of shares of Series Seed A Preferred StockStock and Parent Class A Common Stock for issuance which equals or exceeds the maximum number of (A) the Shares issuable pursuant to this Agreement and (B) the shares of Parent Class A Common Stock issuable upon the conversion of the Shares (which reservations shall be for the sole benefit of and exclusive availability for the Noteholders). The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the Noteholders being entitled to all rights accorded to a holder of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a PurchaserSeries A Preferred Stock. Based in part on Assuming the accuracy of each of the representations and warranties of the Purchasers each Noteholder and Merger Sub set forth in Section 3 of this Agreement (Representations and subject to filings pursuant to Regulation D Warranties of the Securities Act of 1933, as amended Parties) and Section 4 (the “Securities Act”), Representations and applicable state securities laws, the offer, sale and issuance Warranties of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 Noteholders) of this Agreement, the offer and subject to filings pursuant to Regulation D issuance by Parent of the Shares is exempt from registration under the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities lawsAct.

Valid Issuance of Shares. The shares of Series Seed Class A Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Restated Certificate, the Restated Bylaws or the Financing Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaserpurchaser under the Preferred Stock Purchase Agreement. Based in part on Assuming the accuracy of the representations of the Purchasers Pfizer in Section 3 4 of this the Preferred Stock Purchase Agreement and subject to the filings pursuant to Regulation D of described in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities lawsVoting Agreement, the offer, sale and issuance of the shares of Series Seed Class A Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Class A Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Restated Certificate, the Restated Bylaws or the Financing Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaserpurchaser under the Preferred Stock Purchase Agreement. Based in part upon the representations of the Purchasers Pfizer in Section 3 of this Agreement, and subject to filings pursuant to Regulation D 4 of the Securities Act Preferred Stock Purchase Agreement and applicable state securities lawsin the Voting Agreement, the Common Stock issuable upon conversion of the shares of Series Seed Class A Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock Shares to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterCertificate, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred CF Common Class B Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement Agree- ment and subject to filings pursuant to Regulation D Crowdfunding of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred CF Common Class B Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred CF Common Class B Stock has been duly reserved re- served for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D Crowdfunding of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred CF Common Class B Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The shares of Purchaser Series Seed Preferred StockB Stock issuable pursuant to this Agreement, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Documents, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on Assuming the accuracy of the representations of the Purchasers Company and the Initial Selling Stockholders in Section Article 2 and Article 3 of this Agreement and subject to the filings pursuant to Regulation D of the Securities Act of 1933described in Section 4.6 below, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Purchaser Series Seed Preferred B Stock to be issued issuable pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Purchaser Class A Common Stock issuable upon conversion of the shares of Purchaser Series Seed Preferred B Stock issuable pursuant to this Agreement has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Documents, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers Company and the Initial Selling Stockholders in Section 3 of this AgreementArticle 2 and Article 3, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities lawsSection 4.5(b) below, the Purchaser Class A Common Stock issuable upon conversion of the shares of Purchaser Series Seed Preferred B Stock issuable pursuant to this Agreement will be issued in compliance with all applicable federal and state securities laws. For accounting purposes, the Purchaser Series B Stock is classified as equity and not as debt.

Valid Issuance of Shares. The shares of Series Seed Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 27 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed B Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed B Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed B Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed B Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. (a) The shares of Parent Series Seed A-2 Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, have been or will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this the Stock Restriction Agreement, Parent A-2/B Investor Agreements, applicable state and federal securities laws Laws and liens or encumbrances Encumbrances created by or imposed by a PurchaserCompany Stockholder. Based in part on Assuming the accuracy of the representations made by the Company in Article III and each of the Purchasers Company Stockholders in Section 3 their Letters of this Agreement Transmittal and subject to the filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities lawsdescribed in Section 4.3, the offer, sale and issuance of the shares of Parent Series Seed A-2 Preferred Stock Shares to be issued pursuant to issued, sold and delivered in conformity accordance with the terms of and for the consideration set forth in this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws, including all applicable provisions of Regulation D of the Securities Act. The Parent Common Stock issuable upon conversion of the shares of Parent Series Seed A-2 Preferred Stock Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Parent Restated CharterCertificate, has been or will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this the Stock Restriction Agreement, Parent A-2/B Investor Agreements, applicable federal and state securities laws Laws and liens or encumbrances Encumbrances created by or imposed by a PurchaserCompany Stockholder. Based in part upon the representations of the Purchasers Company in Section 3 Article III and each of this Agreementthe Company Stockholders in their Letters of Transmittal, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities lawsSection 4.3, the Parent Common Stock issuable upon conversion of the shares of Parent Series Seed A-2 Preferred Stock Shares has been or will be issued in compliance with all applicable federal and state securities lawsLaws.

Valid Issuance of Shares. (a) The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a the Purchaser. Based in part on Assuming the accuracy of the representations of the Purchasers Purchaser in Section 3 of this Agreement and subject to the filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities lawsdescribed in Subsection 2.6(ii) below, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares Shares, the Series D Preferred Stock issuable upon conversion of the Series Seed D-1 Preferred Stock and the Common Stock issuable upon conversion of the Series D Preferred Stock issuable upon conversion of the Series D-1 Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a the Purchaser. Based in part upon the representations of the Purchasers Purchaser in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities lawsSubsection 2.6 below, the Common Stock issuable upon conversion of the shares Shares and upon conversion of the Series Seed D Preferred Stock issuable upon conversion of the Series D-1 Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock Shares to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed CF Preferred Stock, when issuedis- sued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions re- strictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D Crowdfunding of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed CF Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed CF Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions restric- tions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D Crowdfunding of the Securities Act and applicable state securities laws, the Common Stock issuable is- suable upon conversion of the shares of Series Seed CF Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, and the shares of capital stock issuable upon exercise of the Warrants, when so exercised pursuant to the terms of the Warrants will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements or Warrants, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings pursuant to Regulation D of described in Section 2.6 (ii) below, the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred Stock to be issued at the Closings, the shares of Series Seed Common Stock and Preferred Stock issuable upon exercise of the Warrants, and the shares of Common Stock issuable upon conversion of any such shares of Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities lawsSection 2.6 below, the Common Stock issuable upon conversion of the Preferred Stock to be issued at the Closings, the shares of Series Seed Common Stock and Preferred Stock issuable upon exercise of the Warrants, and the shares of Common Stock issuable upon conversion of any such shares of Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaseran Investor. Based in part on the accuracy of the representations of the Purchasers Investors in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock Shares to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterCertificate, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaseran Investor. Based in part upon the representations of the Purchasers Investors in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares will be issued in compliance with all applicable federal and state securities laws.. iSpecimen Inc. Series B Preferred Stock Purchase Agreement

Valid Issuance of Shares. The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock Shares to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterArticles, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterArticles, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed A Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than those restrictions on transfer under (a) this Agreement, (b) applicable state and federal securities laws laws, and (c) liens or encumbrances created by or imposed by a PurchaserPurchaser solely under this Agreement. Based in part on the accuracy of the representations of the Purchasers Purchaser in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed A Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to Company bylaws that will be amended to provide therefor by the Company contemporaneous with this Agreement (the “ Restated Charter”), will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed A Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this (i) Agreement, (ii) applicable federal and state securities laws laws, and (iii) liens or encumbrances created by or imposed by a PurchaserPurchaser solely under this Agreement. Based in part upon the representations of the Purchasers Purchaser in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed A Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares Sharesshares of Series Seed Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this the Transaction Agreementsthis Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares Sharesshares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterCertificateCharter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares Sharesshares of Series Seed Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificateCharter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this the Transaction Agreementsthis Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares Sharesshares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed CF Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D Crowdfunding of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed CF Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed CF Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D Crowdfunding of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed CF Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. 2.5.1 The shares of Series Seed A Preferred Stock, when issued, sold and delivered in accordance with the terms and conditions and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed A Preferred Stock to be issued pursuant to and in conformity with the terms and conditions of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof of the Series A Preferred Stock for no additional consideration and pursuant to the Restated CharterCertificate, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed A Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed A Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed C Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed C Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed C Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed C Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed D Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed D Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed D Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities laws.Stock

Valid Issuance of Shares. The shares of Series Seed Preferred StockShares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock Shares to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterCertificate, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreementthe Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Shares will be issued in compliance with all applicable federal and state securities laws. The sale of the Shares and the subsequent issuance of the Common Stock upon conversion of the Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Valid Issuance of Shares. The shares of Series Seed Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 27. of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 19331933 and Regulation CF Section 4(a)(6), as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act Act, Regulation CF Section 4(a)(6), and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed A Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed A Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed A Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed A Preferred Stock will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The shares of Series Seed Preferred StockParent Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will shall be duly authorized, validly issued, fully paid and nonassessable nonassessable, and free of any restrictions on transfer and encumbrances, other than restrictions on transfer under those imposed by Law, this Agreement, applicable state the Merger Agreement, the Rollover Financing Documents, the Voting Agreement, the Right of First Refusal and federal securities laws Co-Sale Agreement, the Investor Rights Agreement, and liens the transactions contemplated herein or encumbrances created by therein, or imposed by a Purchaserthat result from any actions or inactions of Parent. Based in part on Assuming the accuracy of the representations representation of the Purchasers Parent in Section 3 of this Agreement 3.3 and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and any filing required by any applicable state securities lawsLaw, the offer, sale and issuance of the shares of Series Seed Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated Charter, Shares will be issued in compliance with all applicable federal and state securities lawsLaws. The Surviving Corporation Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Parent Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Amended and Restated CharterCertificate of Incorporation, will be duly authorized, validly issuedissued and outstanding, fully paid and nonassessable and nonassessable, free of any restrictions on transfer and encumbrances, other than restrictions on transfer under those imposed by Law, this Agreement, applicable federal the Merger Agreement, the Rollover Financing Documents, the Voting Agreement, the Right of First Refusal and state securities laws Co-Sale Agreement, the Investor Rights Agreement, and liens the transactions contemplated herein or encumbrances created by therein, or imposed by a Purchaserthat result from any actions or inactions of Parent. Based in part upon the representations accuracy of the Purchasers representation of Parent in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws3.3, the Surviving Corporation Common Stock issuable upon conversion of the shares of Series Seed Preferred Stock Parent Shares will be issued in compliance with all applicable federal and state securities lawsLaws.

Valid Issuance of Shares. The shares of Series Seed D Preferred Stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers Purchaser in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed D Preferred Stock to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterCertificate, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed D Preferred Stock has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers Purchaser in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed D Preferred Stock will be issued in compliance with all applicable federal and state securities laws.. 2.5

Valid Issuance of Shares. 5.4.1 The shares of Series Seed Squiddite Preferred Stock, when issued, sold and delivered in accordance with the terms and conditions and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement 6 and subject to filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the shares of Series Seed Squiddite Preferred Stock to be issued pursuant to and in conformity with the terms and conditions of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Restated CharterCertificate, will be issued in compliance comply with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the shares of Series Seed Squiddite Preferred Stock has been will be duly reserved for issuance, and upon issuance in accordance with the terms of the Restated CharterCertificate, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement6, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of the shares of Series Seed Squiddite Preferred Stock will be issued in compliance with all applicable federal and state securities laws.