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

Issuance and Delivery of the Securities. The Securities have been duly authorized and, when the Shares are issued, paid for and delivered in compliance with the provisions of this Agreement and the other Transaction Documents, the Shares will be validly issued, fully paid and nonassessable. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). Upon exercise in accordance with the terms of the Pre-Funded Warrants, the Pre-Funded Warrant Shares, when issued, will be validly issued, fully paid and nonassessable, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon exercise in accordance with the terms of the Common Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon receipt of the Common Shares and the Warrants at the Closing, upon receipt of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants and upon receipt of the Warrant Shares upon exercise of the Common Warrants, each Purchaser will have good and marketable title to such Purchaser’s Common Shares, Pre-Funded Warrant Shares and Warrant Shares, respectively. Assuming the accuracy of the representations made by each Purchaser in Section 5 hereof, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).