Common use of No Preferential Rights Clause in Contracts

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K.

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to Xxxxxxxxxx or its representatives in connection with the transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares under the Prospectus Supplement (excluding, for greater certainty, Xxxxxxxxxx), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement, the Prospectus and the Incorporated Documents: (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, ; (ii) except as set forth in the 2019 Securities Purchase Agreement, no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which that have not been duly waived with respect to respecting the offering contemplated hereby, ; (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Stock, Placement Shares; and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectuses, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV or its representatives in connection with the transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares (excluding, for greater certainty, MLV), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectuses, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to the Distribution Agents or their representatives in connection with the transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares (excluding, for greater certainty, the Distribution Agents), and (iv) except with respect to offers and sales of Common Shares that are registered under the Registration Statement in connection with the purchase agreement between the Company and Lincoln Park Capital Fund LLC dated January 12, 2016 (the “LPC Equity Line Agreement”), no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock other equity awards, including the vesting or upon the exercise settlement of options restricted stock awards or restricted stock units, that are outstanding or that may be granted from time to time under the Company’s stock option plan)equity compensation plans, except as disclosed or upon exercise of warrants issued to consultants of the Company in the Registration Statement ordinary course of business that are outstanding or that may be issued from time to time in the Prospectusordinary course of business), (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company other than upon the exercise of options or other equity awards, including the vesting or settlement of restricted stock awards or restricted stock units, that are outstanding or that may be granted from time to time under the Company’s equity compensation plans, or upon exercise of warrants issued to consultants of the Company which have not been duly waived with respect in the ordinary course of business that are outstanding or that may be issued from time to time in the offering contemplated herebyordinary course of business), (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement or the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Stock, upon the vesting of restricted stock units, or upon the exercise of options or vesting of restricted stock units that may be granted from time to time under the Company’s stock option plan), except as disclosed in the Registration Statement incentive plans or the Prospectusissuance of Series A Convertible Preferred Stock of the Company issuable under the December 21 APA and the shares of Common Stock issuable upon conversion thereof), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the CompanyCompany (other than under the Registration Statement on Form S-4 filed by Company relating to the transactions contemplated by the December 21 APA), or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “"Person”"), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred shares of Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Common Stock or upon the exercise of options or stock awards that may be granted from time to time under the Company’s 's stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “"poison pill” " provision or otherwise) to purchase any Preferred shares of Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as may be disclosed to Xxxxx-Xxxxxx in writing, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred shares of Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise. Independent Public Accountant. Xxxx Xxxxx LLP ("Company Auditor"), except (1) in each case for such rights whose report on the consolidated financial statements of the Company is filed with the Commission as have been waived part of the Company's most recent Annual Report on or prior Form 10-K filed with the Commission and incorporated into the Registration Statement, is and, during the periods covered by its reports, was, to the date hereof; Company's knowledge, an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (2United States). To the Company's knowledge, Company Auditor is not in violation of the auditor independence requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act") with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than (A) upon the exercise of options or warrants to purchase Preferred Stock or Common Stock, (B) upon the exercise of options options, restricted stock grants or other equity awards that may be granted from time to time under the Company’s stock option planequity incentive plans, or (C) pursuant to the Section 382 Rights Agreement, dated as of February 12, 2013, between the Company and Equiniti Trust Company, as rights agent (as amended prior to the date hereof, the “Rights Agreement”), except as disclosed in the Registration Statement or the Prospectus), (ii) other than pursuant to the Rights Agreement, no Person has any preemptive rights, resale rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated herebyCompany, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares, except as contemplated by this Agreement, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option planincentive plans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Stock as contemplated by this Agreement, and (iv) except for the resale registration rights granted to Xxx’x Pharmaceutical Holdings Ltd. (“Xxx’x) in the Stock Purchase Agreement dated October 3, 2014 between the Company and Xxx’x, no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to satisfied as of the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option planincentive plans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Stock as contemplated by this Agreement, and (iv) except for the resale registration rights granted pursuant to that certain Securities Purchase Agreement, dated as of April 3, 2016, by and among the Company, ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited, that certain Securities Purchase Agreement, dated as of April 3, 2016, by and between the Company and Beijing Shijilongxin Investment Co., Ltd., that certain Securities Purchase Agreement, dated as of April 3, 2016, by and between the Company and FREJOY Investment Management Co., Ltd., that certain Securities Purchase Agreement, dated as of April 3, 2016, by and between the Company and Yuhan Corporation, that certain Registration Rights Agreement dated as of November 8, 2016, by and among the Company and the stockholders of Scilex Pharmaceuticals Inc., and that certain Registration Rights Agreement dated as of April 27, 2017, by and among the Company and the shareholders of Virttu Biologics Limited, no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to satisfied as of the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectuses, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV or its representatives in connection with they transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Shares (excluding, for greater certainty, MLV), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of common share purchase rights under the Rights Agreement, upon the exercise of options or warrants to purchase Preferred Common Stock or upon the vesting of restricted stock or the exercise of options other equity awards that may be granted from time to time under the Company’s stock option planequity-based plans), except as disclosed in the Registration Statement or the Prospectus, (ii) except for the rights of the holders of Common Stock to purchase shares of Common Stock under the Rights Agreement (which rights have not been waived), no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV or its representatives in connection with they transactions contemplated hereby,] no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Shares (excluding, for greater certainty, MLV), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectuses, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to BRFBR or its representatives in connection with the transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares (excluding, for greater certainty, BRFBR), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options convertible notes, options, warrants or warrants to purchase Preferred other securities exercisable for or convertible into the Common Stock or upon the exercise of options or other rights that may be granted from time to time under the Company’s stock option plan), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Stock contemplated in this Agreement, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each such case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as otherwise disclosed in the Registration Statement or the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Common Stock or upon the exercise exercise, vesting or settlement of options equity awards that may be granted from time to time under the Company’s equity compensation plans or upon the sale of Common Stock in connection with any employee stock option planpurchase plan of the Company whether now in effect or hereafter implemented), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company or any of its Subsidiaries to issue or sell to such Person any Preferred Stock Ordinary Shares or ADSs or shares of any other capital stock or other securities of the Company (other than upon the exercise or any of options or warrants to purchase Preferred Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), except as disclosed in the Registration Statement or the Prospectusits Subsidiaries, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Ordinary Shares or ADSs or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated herebyor any of its Subsidiaries, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company or any of its Subsidiaries in connection with the offer and sale of the Preferred StockOrdinary Shares or ADSs, and (iv) no Person (other than holders of the Company’s ADSs who received them (x) pursuant to a private placement transaction, which was consummated on March 16, 2021, or (y) in exchange for shares of Chemomab Ltd., which were converted into ADSs on March 16, 2021, pursuant to the merger under that certain Agreement and Plan of Merger, dated December 14, 2020, by and among the Company, Chemomab Ltd. and CMB Acquisition Ltd., and for which a registration statement has been filed and is effective in satisfaction of their registration rights) has the right, contractual or otherwise, to require the Company or any of its Subsidiaries to register under the Securities Act any Preferred Stock Ordinary Shares or ADSs or shares of any other capital stock or other securities of the CompanyCompany or any of its Subsidiaries, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV or its representatives in connection with they transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Shares (excluding, for greater certainty, MLV), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred shares of Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), plans) except as disclosed may be provided in the Registration Statement or Certificates of Designation of Rights and Preferences of the ProspectusCompany’s outstanding preferred stock (the “Certificates of Designation”), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred shares of Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred shares of Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect hereof or pursuant to resale registration rights granted by the Company in Section 2.16 terms of the Agreement and Plan Certificates of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K.Designation.

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Stock, the vesting of restricted stock units or restricted shares of Common Stock, the conversion of convertible securities or upon the exercise of options that may be granted from time to time under the Company’s stock option planplan or equity inventive plan or upon the sale of Common Stock in connection with any employee stock purchase plan of the Company whether now in effect or hereafter implemented), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Stock, the vesting of restricted stock units or restricted shares of Common Stock, the conversion of convertible securities or upon the exercise of options that may be granted from time to time under the Company’s stock option planplan or equity inventive plan or upon the sale of Common Stock in connection with any employee stock purchase plan of the Company whether now in effect or hereafter implemented), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectuses, (i) No no person, as such term is defined in Rule 1-02 1‑02 of Regulation S-X S‑X promulgated under the Securities Act (each, a “"Person”"), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock Common Shares or upon the exercise of options that may be granted from time to time under the Company’s 's stock option planplans), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “"poison pill” " provision or otherwise) to purchase any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV or its representatives in connection with they transactions contemplated hereby, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockCommon Shares (excluding, for greater certainty, MLV), and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Stock Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, (i) No and except pursuant to options and warrants to purchase Common Shares pursuant to outstanding convertible securities of the Company, no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “"Person”"), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Stock or shares of any other capital stock Common Shares or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), except as disclosed in the Registration Statement or the Prospectus, (ii) no the Company has not granted to any Person has any preemptive rights, resale rights, rights of first refusal, or any other rights (whether pursuant to a “"poison pill” " provision or otherwise) to purchase any Preferred Stock or shares of any other capital stock Common Shares or other securities of the Company from other than the Company which have not been duly waived Company's Amended and Restated Shareholder Rights Plan Agreement with respect to the offering contemplated herebyComputershare Investor Services Inc. dated June 16, 2019, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockOffered Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act or qualify for distribution under Canadian Securities Laws or U.K. Securities Laws any Preferred Stock or shares of any other capital stock Common Shares or other securities of the Company, or to include any such shares Common Shares or other securities in the Registration Statement or included or incorporated by reference in the offering contemplated therebyPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, whether as a result of the filing or effectiveness of the Registration Statement Statement, the Prospectuses (or documents incorporated by reference therein) or the sale of the Offered Shares as contemplated thereby or otherwise, except (1) in each case for such rights as have been waived on or prior to the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 of the Agreement and Plan of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 of the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K..

No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) No no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Preferred Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Preferred Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), except as disclosed in the Registration Statement or the Prospectus, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Preferred Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated herebyCompany, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Preferred StockPlacement Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Preferred Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except (1) in each case for such other than rights as that have been waived on validly waived, other than, in the case of (i) and (ii) above, the grant of additional options or prior to other equity awards or the date hereof; (2) with respect to resale registration rights granted by the Company in Section 2.16 issuance of the Agreement and Plan shares of Merger dated as of January 8, 2020 (the “Merger Agreement”), as filed with the Commission on January 8, 2020 as Exhibit 2.1 Common Stock pursuant to the Company’s Current Report existing equity incentive or benefits plans, inducement grants, stock purchase or ownership plans, or the issuance of shares upon the exercise, conversion or vesting of securities exercisable for, or convertible into, Common Stock outstanding on Form 8-K; and (3) with respect to resale registration rights granted by the Company in Section 6.9 date hereof, or the vesting of restricted stock units outstanding on the Stock Purchase Agreement dated as of June 16, 2020 (the “Stock Purchase Agreement”), as filed with the Commission on June 17, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K.date hereof.