Common use of Private Securities Clause in Contracts

Private Securities. The Placement Units constitute, and the Forward Purchase Units will constitute, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Warrants and Forward Purchase Warrants, as applicable, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Placement Shares, the shares of Common Stock sold pursuant to the Forward Purchase Agreement and shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, Forward Purchase Units, Placement Warrants and Forward Purchase Warrants, will be duly and validly authorized, validly issued and fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Private Securities. 2.7.3.1 The Placement Units constitute, Warrants and the Forward Purchase Units will constitute, Representative’s Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Warrants, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase the Representative’s Warrants have been duly authorized and reserved for issuance andissuance, and the shares underlying the Placement Warrants, when issued and paid for in accordance with the terms of the Placement Warrants and Forward Warrant Purchase Warrants, as applicableAgreement, will be duly and validly authorized, validly issued and upon payment thereforissued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Placement Shares, the shares of Common Stock sold pursuant to the Forward Purchase Agreement and shares of Common Stock issuable upon exercise of ; the Placement Warrants and Forward Purchase the Representative’s Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, Forward Purchase Units, Placement Warrants and Forward Purchase Warrants, will be duly and validly authorized, validly issued and fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability the preemptive rights of any holders of any security of the Company or similar contractual rights granted by reason the Company; and all corporate action required to be taken for the authorization, issuance and sale of being such holdersthe Placement Warrants and the Representative’s Warrants has been duly and validly taken. The Placement Warrants and the Representative’s Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.