Common use of Validity of Underlying Common Stock Clause in Contracts

Validity of Underlying Common Stock. The Exchange Shares have been duly authorized and, upon delivery, will be fully paid and non-assessable; the Exchange Shares will be issued without any legends that restrict the transfer of such Exchange Shares under the U.S. federal securities laws; and the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Upon delivery of such Exchange Shares to the Holder pursuant to the Exchange, such Exchange Shares shall be free and clear of all Liens created by the Company.

Validity of Underlying Common Stock. The Exchange Shares (a) have been duly authorized and, upon delivery, will be fully paid and non-assessable; the Exchange Shares , (b) will be issued without any legends that restrict the transfer of such Exchange Shares under the U.S. federal securities laws; laws and the Exchange Shares (c) will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Upon delivery of such Exchange Shares to the Holder pursuant to the Exchange, such Exchange Shares shall be free and clear of all Liens created by the Company.