(w) The execution and delivery of, and the performance by the Company of its obligations under,
this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company.
(x) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions herein contemplated has been obtained or made and is in full force and effect (except such additional
steps as may be required by the Commission, the Financial Industry Regulatory Authority, Inc. (FINRA) or such additional steps as may be necessary to qualify the Shares for public offering by the Underwriters under state
securities or Blue Sky laws).
(y) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and
the Subsidiaries (i) hold all licenses, registrations, certificates and permits from governmental authorities (collectively, Governmental Licenses) which are necessary to the conduct of their business, (ii) are in
compliance with the terms and conditions of all Governmental Licenses, and all Governmental Licenses are valid and in full force and effect, and (iii) have not received any written notice of proceedings relating to the revocation or
modification of any Governmental License.
(z) The Company and the Subsidiaries own or possess or can obtain on reasonable terms the right
to use all patents, inventions, trademarks, trade names, service marks, logos, trade dress, designs, data, database rights, Internet domain names, rights of privacy, rights of publicity, copyrights, works of authorship, license rights, trade
secrets, know-how and proprietary information (including unpatented and unpatentable proprietary or confidential information, inventions, systems or procedures) and other intellectual property rights, as well as related rights, such as the right to
sue for all past, present and future infringements or misappropriations of any of the foregoing, and registrations and applications for registration of any of the foregoing (collectively, Intellectual Property) necessary to
conduct their business in all material respects as presently conducted and currently contemplated to be conducted in the future. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the
Company nor any of the Subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has materially infringed, misappropriated, conflicted with or otherwise violated, or is currently materially
infringing, misappropriating, conflicting with or otherwise violating, and none of the Company or the Subsidiaries have received any written communication or notice of infringement of, misappropriation of, conflict with or violation of, any
Intellectual Property of any other person or entity. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company knows of no infringement,