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

Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum as of the dates set forth therein. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the registration statement to be filed by it pursuant to Section 7.1 (the "Registration Statement")) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act") in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.

Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or and federal securities laws), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum as of Memorandum. The Warrant Shares have been duly authorized and, when issued, delivered and paid for in the dates manner set forth thereinin the Warrant, will be validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and federal securities laws), and will conform in all material respects to the description thereof set forth in the Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement. No stockholder shareholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's ’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the "“Registration Statement"”)) to require the Company to register the sale of any shares of Common Stock owned by such stockholder shareholder under the Securities Act of 1933Act, as amended (the "Securities Act") in the Registration Statement. No further approval or authority of the stockholders shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (taking into account any adjustments pursuant to the Warrants).

Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws), and will conform in all material respects to the description thereof set forth under the heading “Description of Capital Stock” in the Private Placement Memorandum as of the dates set forth thereinCompany’s IPO Registration Statement. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's ’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the "“Registration Statement"”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "“Securities Act"”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.

Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or and federal securities laws), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum as of Public Filings. The Warrant Shares have been duly authorized and, when issued, delivered and paid for in the dates manner set forth thereinin the Warrant, will be validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and federal securities laws), and will conform in all material respects to the description thereof set forth herein. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which that has not been waived or has not expired by reason of lapse of time following notification of the Company's ’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the "“Registration Statement"”)) to require the Company to register the sale of any shares of Common Stock owned by such stockholder under the Securities Act of 1933Act, as amended (the "Securities Act") in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.

Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and nonassessable, free and clear of all pledges, liens, restrictions and encumbrances liens (other than liens imposed by the Purchaser and restrictions on transfer under state and/or federal securities lawsprovided for in this Agreement or the Warrant), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum as of SEC Documents. The Warrant Shares have been duly authorized and, when issued, delivered and paid for in the dates manner to be set forth thereinin the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all liens (other than liens imposed by the Purchaser and restrictions on transfer provided for in this Agreement or the Warrant), and will conform in all material respects to the description thereof set forth in the SEC Documents. No preemptive rights or other rights to subscribe for or purchase any Ordinary Shares of the Company exist with respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement, or the Warrant Shares pursuant to the Warrants, which have not been waived or complied with. No stockholder shareholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent intention to file the registration statement to be filed by it pursuant to Section 7.1 (the "Registration Statement")) to require the Company to register the sale of any shares capital stock owned by such stockholder shareholder under the Securities Act of 1933, as amended (the "Securities Act") in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.