Warrant Units. The Warrant Units have been duly authorized and reserved for issuance upon exercise of the Warrants by all necessary company action, and when issued and delivered upon exercise of the Warrants, in the manner contemplated by the Warrant Agreement, # will be validly issued, fully paid and non-assessable; # no preemptive right, right of first refusal or other similar rights or contractual encumbrances will exist with respect to any of the Warrant Units; and # will be free of any restriction upon the voting or transfer thereof pursuant to any agreement or other instrument to which any member of the Company Group is a party other than the Transaction Documents.
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