Common use of Underwriter Warrants Clause in Contracts

Underwriter Warrants. The Company has the corporate power and authority to issue the Warrants (as defined below) and to perform its obligations thereunder. The Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States or under the Canadian Securities Laws in Canada. The shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Warrants in accordance with the terms of the Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrant Shares when issued upon exercise of the Warrants will be free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Warrants and the Warrant Shares are pursuant to an exemption from the registration requirements of the Securities Act. In addition to the foregoing representations and warranties, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

Underwriter Warrants. The Company has the corporate power and authority to issue the Underwriter Warrants (as defined in Section 4(f) below) and to perform its obligations thereunder. The Underwriter Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (iA) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (iiB) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States or under the Canadian Securities Laws in CanadaStates. The shares of Common Stock to be Warrants underlying the Underwriter Warrants (the “Embedded Underwriter Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Underwriter Warrants (the ”Underlying Underwriter Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter Warrants, will be validly issued, fully paid and non-assessable, and the issuance of such Common Shares is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The Common Shares underlying the Embedded Underwriter Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuanceissuance and, and when issued to the holder(s) upon issuance following exercise of the Underwriter Warrants in accordance with and Embedded Underwriter Warrants, as the terms of the Warrants against payment thereforcase may be, will be validly issued, fully paid and nonassessable. The Warrant non-assessable, and the issuance of such Common Shares when issued upon exercise of the Warrants will be is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter Warrants, the Underlying Underwriter Shares, the Embedded Underwriter Warrants and the Underwriter Warrant Shares are pursuant to an exemption from (collectively, the registration requirements of “Underwriter Securities”) have been duly registered on the Securities Act. In addition to the foregoing representations and warranties, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered therebyRegistration Statement.

Underwriter Warrants. The Company has the corporate power and authority to issue the Underwriter Warrants (as defined in Section 4(f) below) and to perform its obligations thereunder. The Underwriter Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (iA) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (iiB) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States or under the Canadian Securities Laws in CanadaStates. The shares of Common Stock to be Warrants underlying the Underwriter Warrants (the “Embedded Underwriter Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Underwriter Warrants (the “Underlying Underwriter Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter Warrants, will be validly issued, fully paid and non-assessable, and the issuance of such Common Shares is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The Common Shares underlying the Embedded Underwriter Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuanceissuance and, and when issued to the holder(s) upon issuance following exercise of the Underwriter Warrants in accordance with and Embedded Underwriter Warrants, as the terms of the Warrants against payment thereforcase may be, will be validly issued, fully paid and nonassessable. The Warrant non-assessable, and the issuance of such Common Shares when issued upon exercise of the Warrants will be is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter Warrants, the Underlying Underwriter Shares, the Embedded Underwriter Warrants and the Underwriter Warrant Shares are pursuant to an exemption from (collectively, the registration requirements of “Underwriter Securities”) have been duly registered in the Securities Act. In addition to the foregoing representations and warranties, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered therebyRegistration Statement.