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

Issuance and Delivery of the Securities. The Common Shares are duly authorized and, when issued at the Closing, will be validly issued, fully paid and nonassessable. The Warrant Shares are duly authorized and, upon exercise of the Warrants in accordance with the terms thereof will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Certificate, the issuance of the Securities hereunder does not require the approval of the Company’s stockholders under the provisions of the Certificate or the Delaware General Corporation Law, or, based on oral advice received from the representatives of the American Stock Exchange, the listing rules of the American Stock Exchange.