Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement). The share capital of the Company conforms in all material respects to the description thereof in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. (gg) Sale of Securities of the Company. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is will be as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company conforms Company, including the Offered Shares, conform in all material respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of Shares (including the Company Shares owned by Selling Shareholder) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all foreign, U.S. federal and state securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital or capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. (gg) Sale of Securities The descriptions of the Company. No securities of ’s stock option, stock bonus and other stock plans or arrangements, and the Company have been sold by the Company options or by or on behalf ofother rights granted thereunder, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus and the IPO ProspectusProspectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued issued, and outstanding share capital shares of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement). The share capital of Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Company conforms Offered Securities will conform, in all material respects to the description thereof contained in each of the Time of Sale Prospectus, the Registration Statement Disclosure Package and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all federal and state securities applicable laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities was Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital shares of the Company other than those described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus. (gg) Sale of Securities There are no stock option and other stock plans or arrangements of the Company. No securities further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except Offered Securities. Except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the IPO Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration StatementProspectus). The share capital of the Company Company, including the Ordinary Shares and the Shares, conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all federal federal, state and state local, including Israeli, securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding securities Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conforms to the corporate law of the jurisdiction of the Company’s organization and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or its Subsidiary other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the IPO Prospectus. (gg) Sale of Securities The descriptions of the Company. No securities of ’s equity compensation plans or arrangements, and the Company have been sold by the Company options or by or on behalf ofother rights granted thereunder, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed set forth in the Registration StatementStatement and the Prospectus accurately and fairly present, in all material respects, the Time of Sale Prospectus information required to be shown with respect to such plans, arrangements, options and the IPO Prospectusrights.