Common use of Authorization of the Shares Clause in Contracts

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares, except for such rights as have been duly waived.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor to the Underwriters pursuant to this AgreementAgreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable, and the . The issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or any Terms Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement against payment of the consideration therefor specified herein, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this the Sales Agreements and any Terms Agreement and, when issued and delivered by the Company against payment therefor pursuant to this the Sales Agreements and any Terms Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment of the purchase price therefor pursuant to as provided in this Agreement, will be duly authorized, validly issued, issued and fully paid and nonassessable, and . Shareholders of the Company will have no preemptive rights with respect to the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been validly waived in writing.

Authorization of the Shares. The issuance, sale and delivery of the Shares have been duly authorized for issuance by all requisite corporate action of Company. When so issued, sold and sale pursuant to delivered in accordance with this Agreement andfor the consideration set forth herein, when the Shares will be duly executed, issued and delivered by the and will constitute valid and legal obligations of Company against payment therefor pursuant to this Agreement, enforceable in accordance with their terms and will not be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to preemptive or any preemptive rights, rights of first refusal or other similar rights of the stockholders of Company or others which rights shall not have been waived prior to subscribe for or purchase the SharesClosing.

Authorization of the Shares. (i) The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, ; and (ii) and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been duly waived or satisfied.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares, that have not been validly waived in writing.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement against payment of the consideration therefor specified hereunder, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by in accordance with the Company against payment therefor pursuant to terms of this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is nonassessable will not be subject to any preemptive rights, rights of first refusal or other similar rights of the Company or granted by the Company to subscribe for or purchase the Shares, except for such rights as are described in the Registration Statement, the Pricing Prospectus and the Prospectus or have been waived.

Authorization of the Shares. The Shares to be sold by the Company pursuant to this Agreement have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, of the Purchase Price will be validly issued, fully paid and nonassessable, non-assessable; and the issuance and sale of the Shares is to be sold by the Company pursuant to this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for of any security holder of the Company or purchase the Sharesany other person.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale to the Investor pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable, and the non-assessable. The issuance and sale of the Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase of any securityholder of the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares, except as have been duly and validly waived in writing as of the date of this Agreement.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenonassessable and will conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the any Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement andShares, when issued and delivered by the Company against full payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenonassessable (meaning that the holder of such Shares shall not be liable, solely because of its shareholder status, for additional payments to the Company or the Company’s creditors), and the issuance and and/or sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, upon receipt of the Issuance Price, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not be duly waived or satisfied.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenonassessable and will conform in all material respects to the description thereof contained in the Prospectus, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when allotted and issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and not subject to any calls for additional payments (nonassessable), and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to the Agent against payment therefor pursuant to this Agreement, will be validly issued, fully paid and not subject to calls for any additional payments (nonassessable), and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Primary Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, . The Secondary Shares have been duly authorized and the issuance validly issued and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Sharesare fully paid and nonassessable.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement andsale, and the Shares, when issued and delivered by the Company to the Investors against payment therefor pursuant to this AgreementAgreement and the terms of the Subscription Agreements, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be are validly issued, fully paid and nonassessablenonassessable (meaning that the holder of an Ordinary Share shall not, and the issuance and sale by reason of the Shares is not merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Share) and free of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, upon receipt of the applicable payment for the Shares, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to the Agent against payment therefor pursuant to this Agreement, will be ​ validly issued, fully paid and not subject to calls for any additional payments (nonassessable), and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Placement Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Placement Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Placement Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and, except as described in the Registration Statement and the Prospectus, the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been or will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and, except as described in the Registration Statement and the Prospectus, the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when the Shares are issued and delivered by and paid for as provided herein, the Company against payment therefor pursuant to this Agreement, Shares will be validly issued, fully paid and nonassessablenon-assessable, and will have the rights, preferences and priorities set forth in the Company’s amended and restated certificate of incorporation and the issuance and sale of the such Shares is will not be subject to any preemptive or similar rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided by the Securities Purchase Agreement (as defined below), will shall be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and the issuance and sale clear of the Shares is not subject to any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights rights, and will be registered pursuant to subscribe for or purchase Section 12 of the Shares.Exchange Act. ​

Authorization of the Shares. The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be duly and validly issued, issued and fully paid and nonassessablenon-assessable, free and the issuance and sale clear of the Shares is not subject to any preemptive rightspledge, rights of first refusal lien, encumbrance, security interest or other similar rights to subscribe for or purchase the Sharesclaim.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement and the register of members of the Company has been updated by the transfer agent of the Company to reflect the issuance of the Shares, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been duly waived.

Authorization of the Shares. The Shares to be issued and sold by the Company pursuant to the Purchase Contract Agreement have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when issued and delivered by in accordance with the Company against payment therefor pursuant to this provisions of the Purchase Contract Agreement, will be validly issued, issued and fully paid and nonassessable, non-assessable; and the issuance and sale of the Shares is not and will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Sharesrights.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued issued, delivered and delivered by paid for in accordance with the Company against payment therefor pursuant to terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Sharesthat have not been validly waived.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase any securities of the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, if and when issued and delivered by the Company against payment therefor pursuant to this Agreementin accordance with the terms of the Forward Purchase Contract, will be validly issued, fully paid and nonassessablenon assessable, and the issuance and sale will not have been issued in violation of the Shares is not or subject to any preemptive rights, rights of first refusal or other similar rights that entitle or will entitle any person to subscribe for or purchase acquire any Shares to be issued in connection therewith from the Shares.Company. No holder of the Shares will be subject to personal liability by reason of being such a holder;

Authorization of the Shares. The Shares have been duly authorized for issuance and sale to the Investor pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable, and the non-assessable. The issuance and sale of the Shares pursuant to this Agreement is not subject to any the preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase of any securityholder of the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when issued delivered and delivered by the Company against payment therefor pursuant to this Agreementpaid for as provided herein, will be validly issued, will be fully paid and nonassessable, and the non-assessable. The issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal pre-emptive or other similar rights to subscribe for the exercise and transfer of which have not been validly and irrevocably waived or purchase the Sharesotherwise validly and irrevocably declined.

Authorization of the Shares. (i) The Shares have been duly authorized for issuance and sale pursuant to this Agreement the Transaction Documents and, when issued and delivered by the Company against payment therefor pursuant to this Agreementthe applicable Transaction Documents, will be validly issued, fully paid and nonassessable, ; and (ii) and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, and when issued and delivered by the Company against payment therefor pursuant to this Agreement, Agreement will be validly issued, fully paid and nonassessable, non-assessable and the issuance and sale of the Shares is will not be subject to any preemptive or similar rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to the terms of this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and the issuance and sale clear of the Shares is not subject to any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights rights, and will be registered pursuant to subscribe for or purchase Section 12 of the SharesExchange Act.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Sharesthat have not been validly waived.

Authorization of the Shares. The Shares and Ordinary Shares represented thereby have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, Agreement will be validly issued, fully paid and nonassessablepaid, and non-assessable and free and clear of all liens, encumbrances, preemptive rights and other claims. The Deposit Agreement conforms in all material respects to the issuance description thereof contained in the Registration Statement and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesGeneral Disclosure Package.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and any Terms Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or any Terms Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been duly waived or satisfied (except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus).

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement andsale. The Shares, when issued and delivered by the Company to the Investors against payment therefor pursuant to this AgreementAgreement or any subscription agreement between the Company and such Investors, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued issued, delivered and delivered by paid for in accordance with the Company against payment therefor pursuant to terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase that have not been validly waived. This Agreement has been duly authorized, executed and delivered by the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights rights, in each case binding on the Company, to subscribe for or purchase the Shares.

Authorization of the Shares. The issuance, sale and delivery hereunder by the Corporation of the Shares have been duly authorized for issuance by all requisite corporate action of the Corporation, and sale pursuant to this Agreement andwhen so issued, when issued sold and delivered by the Company against payment therefor pursuant to this Agreement, Shares will be validly issuedissued free and clear of all liens and encumbrances and outstanding, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to preemptive or any preemptive rights, rights of first refusal or other similar rights to subscribe for of the stockholders of the Corporation or purchase the Sharesothers.

Authorization of the Shares. The Shares have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor for the Shares pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement andsale, and the Shares, when issued and delivered by the Company to the Investors against payment therefor pursuant to this AgreementAgreement and the Subscription Agreements, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company Fund against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when issued and delivered by the Company against payment therefor pursuant to this Agreementand paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessablenonassessable and will conform to the descriptions thereof in the Registration Statement and the Prospectus, and the issuance and sale of the Shares is not subject to any preemptive rightspreemptive, rights of first refusal or other similar rights to subscribe for or purchase the Shares, other than those rights that have been disclosed in the Disclosure Documents.

Authorization of the Shares. The Shares have been duly authorized and validly reserved for issuance and sale pursuant to this Agreement by the Company and, when issued and delivered by in accordance with the Company against payment therefor pursuant to this provisions of the Purchase Contract Agreement and the Pledge Agreement, will be validly issued, issued and fully paid and nonassessable, and the non-assessable. The issuance and sale of the Shares is will not be subject to any preemptive rights, rights of first refusal or other similar rights rights. All corporate action required to subscribe be taken for or purchase the Sharesauthorization, issuance and delivery of the Shares has been validly taken.

Authorization of the Shares. The Shares have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Underwriting Agreement, will be . The Shares are validly issued, fully paid and nonassessablenon-assessable, have the rights, preferences, privileges and voting powers set forth in the issuance Company’s Amended and sale Restated Certificate of Incorporation (including the Shares is Certificate of Designations) and are not subject to any preemptive rights, rights of first refusal pre-emptive or other similar rights to subscribe for or purchase granted by the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement andWhen issued, when issued sold, and delivered by the Company against payment therefor pursuant to in accordance with this Agreement, the Shares will be validly issued, fully paid issued and nonassessable, outstanding with no personal liability attaching to the ownership thereof and the issuance and sale of the Shares is not subject to any preemptive rights, or similar rights of first refusal the shareholders of the Company or other similar rights to subscribe for or purchase others, except as provided in the SharesShareholders’ Agreement and the Memorandum and Articles of Association of the Company.

Authorization of the Shares. The Prior to issuance, the Shares have been will be duly authorized for issuance and sale to the Investor pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable, and the non-assessable. The issuance and sale of the Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase of any securityholder of the SharesCompany.

Authorization of the Shares. The Shares to be issued and sold by the Company have been duly and validly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by in accordance with the Company against payment therefor pursuant to terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and the issuance and sale of the Shares is will not be subject to any preemptive or similar rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Underwriting Agreement, will be . The Shares are validly issued, fully paid and nonassessable, non-assessable and the issuance and sale of the Shares is are not subject to any preemptive rights, rights of first refusal pre-emptive or other similar rights to subscribe for or purchase granted by the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and 218136659 v11 nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The issuance, sale and delivery of the Shares to the Investor have been duly authorized for issuance by all requisite action of the Corporation, and sale pursuant to this Agreement andthe Shares are authorized, when validly issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issuedoutstanding, fully paid and nonassessable, nonassessable and the issuance and sale of the Shares is not subject to preemptive or any preemptive rights, rights of first refusal or other similar rights to subscribe for of the stockholders of the Corporation or purchase the Sharesothers.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement by the Company and, when issued the Shares have been issued, delivered and delivered by the Company against payment therefor pursuant to paid for in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessablenon-assessable, will conform to the description thereof in the Disclosure Package and the Prospectus and the issuance and sale of the such Shares is will not be subject to any preemptive or similar rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectuses, the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, delivered free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the any Shares, except for such rights as have been duly waived.

Authorization of the Shares. The Shares to be issued and sold by the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to as provided by this Agreement, will be validly issued, fully paid and nonassessable, non- assessable and the issuance and sale of the such Shares is will not be subject to any preemptive or similar rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreementas provided herein, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be are validly issued, fully paid and nonassessable, non-assessable and the issuance and sale of the Shares is are not subject to any preemptive rights, rights of first refusal pre-emptive or other similar rights to subscribe for or purchase granted by the SharesCompany.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been complied with or otherwise effectively waived.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been duly waived or satisfied.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares pursuant to this Agreement is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been validly waived.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement the Holders upon exercise of the Rights and, when issued and delivered by the Company upon exercise of the Rights against payment therefor pursuant to this Agreementof the Subscription Price, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Authorization of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the SharesShares that have not been waived or complied with.