Issuance of Purchase Shares. Upon issuance and payment thereof in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of the Purchase Shares. UponThe Purchase Shares have been duly authorized and, upon issuance and payment thereof in accordance with the terms and conditions of this Agreement,hereof, the Purchase Shares shall be # validly issued, fully paid and nonassessablenon-assessable and # free from all taxes, liens, charges, restrictions, rights of first refusalliens and preemptive rightscharges with respect to the issueissuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Purchasethe Purchased Shares. Upon issuance and payment thereof in accordance with the terms and conditions of this Agreement, the PurchaseThe Purchased Shares shallto be issued hereunder will be duly authorized, validly issued, fully paid and nonassessablenonassessable, and free fromand clear of all taxes, liens, charges, restrictions,preemptive rights, rights of first refusalrefusal, subscription and preemptivesimilar rights with respect to(other than those arising under the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Stockholders Agreement).

Issuance of Securities. The Commitment Shares and the Initial Purchase Shares.Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares and the Initial Purchase Shares shall be # validly issued, fully paid and non-assessable and # free from all taxes, liens and charges with respect to the issuance thereof. Upon issuance and payment thereoftherefore in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessablenon-assessable and free from all taxes, liens, charges, restrictions, rights of first refusalliens and preemptive rightscharges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Due Issuance of the Purchase Shares. Upon issuanceThe Purchase Shares have been duly authorized and, when issued and payment thereof in accordance withdelivered to the termsOption Holder and conditions ofpaid for by the Option Holder pursuant to this Agreement, the Purchase Shares shallwill be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. non-assessable.