Common use of Transactions Contemplated Herein Clause in Contracts

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and has obtained all consents, authorizations, approvals and orders required in connection therewith have been obtainedtherewith. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery delivery, of the Public Securities and the consummation of the transactions and agreements as contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Warrant Service Agreement, the Subscription Agreements and the Registration Rights Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to those obtained or made under applicable federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Escrow Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement Unit Purchase Option and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, the Exchange, or other body is required for the valid issuance, sale sale, and delivery of the Public Securities Shares and the consummation of the transactions and agreements contemplated by this Agreement or the Deposit Agreement, and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement Agreement, the Warrant Agency Agreement, the Warrants and the Underwriter’s Warrant and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body Governmental Entity is required for the valid issuance, sale and delivery of the Public Securities and the Underwriter’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agency Agreement and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, funded Warrants and the UnderwriterRepresentative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Certificate of Designation, the Warrants and the Warrant Agreement and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agency or other body Governmental Entity is required for the valid issuance, sale and delivery of the Public Securities Securities, the Offered Shares, the Warrants, the Warrant Shares and the Conversion Shares, and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery delivery, of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Escrow Agreement and the Warrant Subscription Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal Federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery delivery, of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Warrant Escrow Agreement and the Subscription Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal Federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrant Agreement and the Warrants and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agreement and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Preferred Stock Agency Agreement and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Representative’s Warrant Agreement, the Underwriter’s Warrants and the Warrant Agency Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agreement and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agreement and the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Unit Purchase Option Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of of, the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Representative’s Warrant Agreement, the Underwriter’s Warrants and the Warrant Agency Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement Agreement, the Warrants, the Certificate of Designation, and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Warrants and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Certificate of Designation and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrant Agreement and the Warrants and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agreement and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws laws, the Exchange and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery delivery, of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the UnderwriterRepresentative’s Warrant Purchase Option and the Subscription Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal Federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Representative’s Warrant Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any courtGovernmental Entity, government agency the Exchange or other another body is required for the valid issuance, sale and delivery of the Public Securities and the Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery delivery, of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Warrant Representative's Purchase Option and the Subscription Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal Federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreements and the Warrant Agency Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Warrant Subscription Agreements, the Administrative Support Agreement and the Registration Rights Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, the Exchange, or other body is required for the valid issuance, sale sale, and delivery of the Public Securities Shares and the consummation of the transactions and agreements contemplated by this Agreement, and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Pre-Funded Warrants and the Warrant Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, Warrants and the Underwriter’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, Warrants and the UnderwriterRepresentative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Representative’s Warrant and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to consummate the Proposed Acquisition and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agreement and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Public Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities Units and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Representative’s Warrant Agreement, the Underwriter’s Unit Agreement, the Warrants, and the Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Warrant Subscription Agreements, the Escrow Agreement and the Registration Rights Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Underwriters’ Purchase Option and Underwriters’ Securities and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, the Pre-Funded Representative’s Warrant Agreement, the Underwriter’s Warrant Reorganization Documents and the Debt Exchange Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement Agreement, to issue the Warrants and the Purchase Rights and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Warrants and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Purchase Rights and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws laws, the Exchange and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent AgreementWarrants, the Pre-Funded Warrant Agreement, Agreement and the UnderwriterRepresentative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and the TSXV.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No other consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the Underwriter’s Warrant Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, Agreement and the Underwriter’s ’ Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Representative’s Warrant and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Public Securities Shares and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith by the Company to be obtained prior to the Closing Date have been obtained. No consent, authorization or order ofapplicable to the Company, and no filing with, any court, government agency or other body by the Company is required for the valid issuance, sale and delivery of the Public Securities Shares and the consummation by the Company of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrants and the Underwriter’s Warrant Agreement and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body Governmental Entity is required for the valid issuance, sale and delivery of the Public Securities and the Underwriter’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, Warrants and the Underwriter’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and each of the Underwriters’ Warrants and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and each of the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Underwriters’ Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery delivery, of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Trust Agreement, the Underwriter’s Escrow Agreement and the Warrant Purchase Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Sale Preliminary Prospectus and the Prospectus, except with respect to applicable federal Federal and state securities laws and the rules and regulations of promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Representative’s Warrant Agreement, the Underwriter’s Warrants and the Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrants, and the Warrant Agent Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency agency, the Exchange, or other body is required for the valid issuance, sale sale, and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations and orders required in connection therewith have been obtainedobtained or will have been obtained as of the Closing Date. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the UnderwriterRepresentative’s Warrant Agreement and as contemplated by the Registration StatementSEC Reports, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrant Agreement and the Warrants and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, Agreement and the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws laws, the Exchange and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, delivery of the Pre-Funded Warrant Agreement, Warrants and the Underwriter’s Warrant Agreement Representatives’ Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”),.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities Firm Securities, the Pre-funded Warrant Shares and the Common Warrant Shares and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the Underwriter’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations and orders required in connection therewith have been obtainedobtained or will have been obtained as of the Closing Date. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, Agreement and the Warrant Agent Agreement, the Pre-Funded Warrant Agreement, the Underwriter’s Representative's Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws laws, applicable Canadian securities laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“"FINRA”").

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Public Securities Units and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agent Agreement, the Pre-Funded Representative’s Warrant Agreement, the Underwriter’s Warrants and the Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).