Common use of Securities Sold Pursuant to this Agreement Clause in Contracts

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option, the Representative's Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such shares of Common Stock Ordinary Shares will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The shares of Common Stock included in the Securities have been duly authorized and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities such shares of Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such Shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

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

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this AgreementAgreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock Class A Ordinary Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrant, and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option, the Representative's Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option, the Representative's Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; assessable and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the . The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants are will be enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such shares of Common Stock Ordinary Shares will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved when executed by the Company and countersigned and issued and delivered against payment therefor by the Underwriters pursuant to this Agreement will be validly issued. The certificates for issuance the Securities are in due and proper form. (ii) The shares of Common Stock included in the Securities have been duly authorized and, when issued and paid delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities such shares of Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when executed, countersigned, issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrant, and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option, the Representative's Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued issued, and the Ordinary Shares will be fully paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such shares of Common Stock Ordinary Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Securities has have been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representative’s Warrants, are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Purchase Option, the Representative’s Warrants, and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. The shares of Common Stock issuable upon exercise of the Warrants and the Representative’s Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforRepresentative’s Warrants and, and when issued in accordance with the terms thereof such shares of Common Stock the Warrants and the Representative’s Warrants, as the case may be, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The underlying shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants has been duly and validly taken.

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option, the Representative's Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. The certificates for the Securities are in due and proper form. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability lia-bility by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute con-stitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability enforce-ability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Representative’s Purchase Option, the Representative’s Warrants and upon payment of the consideration thereforWarrants, and respectively, and, when issued in accordance with the terms thereof of such shares of Common Stock securities, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Representative's Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representative' Securities are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

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

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities lawsincorporation. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants such securities and upon payment of the consideration therefor, and when issued in accordance with the terms thereof thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued (including by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Ordinary Shares included in the Securities have been duly authorized and, when issued (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; assessable (meaning that no additional sums may be levied on the holder thereof by the Company). The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Class A Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued (by the exercise entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and assessable (meaning that no additional sums may be levied on the holder thereof by the Company). The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Securities has have been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Rights will constitute valid and binding obligations of the Company to issue and sell, upon conversion thereof, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants the Rights, and the Rights are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforIssuance Shares, and when issued in accordance with the terms thereof such shares of Common Stock hereof, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this AgreementAgreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A common stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock Class A common stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representatives' Purchase Option, the Representatives' Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representatives' Purchase Option, the Representatives' Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities lawsincorporation. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Representative’s Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representative’ Securities are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities lawsincorporation. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Representative’s Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representative’s Securities are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal the Federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, and following registration in the Register of Members of the Company, will be validly issued as, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute legal, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued and delivered against payment therefor pursuant to the exercise Warrants, the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association of the Warrants Company, and upon payment following registration in the Register of Members of the consideration thereforCompany, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, issued as fully paid and non-assessable, and the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal the Federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the preemptive Company. (iii) The Warrants included in the Units have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of any general applicability. (iv) The Ordinary Shares issuable upon exercise of the Warrants included in the Units have been duly authorized and reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any security of the Company preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the Securities time of issuance) has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrant, and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Ordinary Shares included in the Securities have been duly authorized and, when issued against payment for the Securities by the Underwriters pursuant to this Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, and upon registration in the Register of Members of the Company, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Class A Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued against payment therefor pursuant to the Warrants and upon payment the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association of the consideration thereforCompany, and when issued upon registration in accordance with the terms thereof such shares Register of Common Stock Members of the Company, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all All corporate action required to be taken for the authorization, issuance and sale of the Securities Units has been duly and validly taken. The form of certificates for Units have been duly authorized, and when the Securities conform to the corporate law of the jurisdiction of Units have been duly executed and delivered by the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus Warrant Agreement (as defined in Section 2.24) and the ProspectusWarrants have been duly executed and delivered by the Company and the warrant agent, as and the case may be. When Units have been duly paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof of this Agreement, the Units will constitute valid and such Warrants are legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (collectively, the “Enforceability Exceptions”). The Warrants have been duly authorized, and when the Warrant Agreement and the Warrants have been duly executed by the Company and the warrant agent, and the Units have been duly paid for in accordance with this Agreement, the Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by the Enforceability Exceptions. The shares of Common Stock issued as part of the Units have been duly authorized, and when the Units are issued and paid for in accordance with the terms of this Agreement, such shares of Common Stock will be validily issued, fully paid and non-assessable. The Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and Warrant upon payment of the consideration therefortherefore, and when issued in accordance with the terms thereof such shares of Common Stock thereof, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The holders of the Public Securities are not and will not be subject to personal liability by reason of being such holders; and the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: terms except (ix) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (iiy) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iiiz) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the shares of Class A Common Stock will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Class A Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23), such shares of Class A Common Stock will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; , and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the . The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all . All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Representative's Purchase Option, the Representative's Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants and included in the Representative's Purchase Option (and the shares of Common Stock issuable upon exercise of the Representative's Warrants) have been reserved for issuance upon the exercise of the Warrants, the Representative's Purchase Option and the Representative's Warrants and upon payment of the consideration thereforand, and when issued in accordance with the terms thereof of such shares of Common Stock securities, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus, as the case may be. When paid for and issued, the Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants have been reserved for issuance upon the exercise of the Representatives’ Purchase Option, the Representatives’ Warrants and upon payment of the consideration thereforWarrants, and respectively, and, when issued in accordance with the terms thereof of such shares of Common Stock securities, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The shares of Common Stock included in the Securities have been duly authorized and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities such shares of Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Public Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Public Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Public Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued and delivered against payment therefor pursuant to the exercise of the Public Warrants and upon payment of the consideration thereforPublic Warrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this AgreementAgreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforWarrants, and when issued and paid for in accordance with the terms thereof such shares of Common Stock Ordinary Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementtheir respective terms, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance and sale of the case may be. When Preferred Stock (or, with respect to the Series B Preferred Shares, will have been taken prior to the Closing Date, including the filing of the certificate of designation of the Preferred Stock (the “Certificate of Designation”)), the Warrants and the Option Warrants has been duly and validly taken; the Preferred Conversion Shares and the Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof Certificate of Designation and the Warrant Agreement, respectively, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock, Preferred Conversion Shares and Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Securities has have been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representative’s Warrants, are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement and registered in the Company’s Register of Members, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the preemptive Company. (iii) The Warrants included in the Securities have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement. will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of any general applicability. (iv) The Ordinary Shares issuable upon exercise of the Warrants included in the Units have been duly authorized and reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor pursuant to the Warrants, the Warrant Agreement and the Charter, and following registration in the Register of Members of the Company, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any security of the Company preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the Securities time of issuance) has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Underwriter’s Warrant Agreement will constitute valid and binding obligations obligation of the Company to issue and sell, subject to the terms and conditions thereof, upon exercise thereof and payment of the exercise price therefore, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Underwriter’s Warrant Agreement is enforceable against the Company in accordance with their respective its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. The shares of Common Stock Warrant Shares issuable upon exercise of the Warrants have Underwriter’s Warrant Agreement has been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforthereof and, and when issued in accordance with the terms thereof of such shares of Common Stock securities, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The shares of Common Stock included in the Securities have been duly authorized and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities such shares of Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

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

Securities Sold Pursuant to this Agreement. (i) The Securities Shares have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; . (ii) When issued, the Securities Representative’s Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Representative’s Warrants will be enforceable against the Company in accordance with their terms; provided, however, that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered a proceeding in equity or at law). (iii) The Shares and Representative’s Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities Shares and Representative’s Warrants has been duly and validly taken. . (iv) The form of certificates Representative Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations part of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock Representative’s Warrants, such Representative Warrant Shares will be duly and validly authorized, validly issued, fully paid and non-assessable. (v) The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the holders thereof are not and will not be subject to personal liability by reason of being such holdersProspectus.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued (including by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Ordinary Shares included in the Securities have been duly authorized and, when issued (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Class A Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued (by the exercise entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and delivered against payment therefor pursuant to such Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares Page 8 of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.33

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and and/or the Prospectus, as the case may be. When paid for and issued, the Representative's Purchase Option, the Representative's Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option, the Representative's Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants and included in the Representative's Purchase Option (and the shares of Common Stock issuable upon exercise of the Representative's Warrants) have been reserved for issuance upon the exercise of the Warrants, the Representative's Purchase Option and the Representative's Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof of such shares of Common Stock securities, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The shares of Class A Common Stock included in the Securities have been duly authorized and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such shares of Class A Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities such shares of Class A Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Class A Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such shares of Class A Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Class A Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Purchase Option, the Representative’s Warrants, and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefore, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants and the Representative’s Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforRepresentative’s Warrants and, and when issued in accordance with the terms thereof such shares of Common Stock the Warrants and the Representative’s Warrants, as the case may be, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The underlying Ordinary Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants has been duly and validly taken.

Securities Sold Pursuant to this Agreement. (1) The Securities have been duly authorized and reserved when executed by the Company and countersigned and issued and delivered against payment therefor by the Underwriters pursuant to this Agreement will be validly issued. The certificates for issuance the Securities are in due and proper form. (2) The Ordinary Shares included in the Securities have been duly authorized and, when issued and paid delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities , and such Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (3) The Warrants included in the Securities has have been duly authorized and, when executed, countersigned, issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (ii4) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders, and such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Ordinary Shares included in the Securities have been duly authorized and, when issued against payment for the Securities by the Underwriters pursuant to this Agreement and the Company’s Amended and Restated Memorandum and Articles of Association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), and upon registration in the Register of Members of the Company, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the preemptive Company. (iii) The Warrants included in the Securities have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Units have been duly authorized and, when issued and delivered against payment therefor pursuant to the Unit Purchase Agreement, will be validly issued. (v) The Private Placement Shares including in the Private Placement Units have been duly authorized and, when issued and delivered against payment for the Private Placement Units pursuant to the Unit Purchase Agreement, will be validly issued, fully paid and nonassessable. (vi) The Private Placement Warrants, when issued and delivered in the manner set forth in the Unit Purchase Agreement and the Warrant Agreement against payment for the Private Placement Units pursuant to the Unit Purchase Agreement, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) The Class A Ordinary Shares underlying the Founder Shares, the Class A Ordinary Shares included in any units that may be issued upon conversion of working capital loans and the Class A Ordinary Shares issuable upon exercise of the Warrants, the Private Placement Warrants and the warrants included in any units that may be issued upon conversion of working capital loans, have been duly authorized and reserved for issuance and, when issued and delivered (in the case of the Ordinary Shares issuable upon exercise of the Warrants, the Private Placement Warrants and the warrants included in any units that may be issued upon conversion of working capital loans, against payment therefor pursuant to the Warrants, the Private Placement Warrants and the warrants included in any units that may be issued upon conversion of working capital loans, as applicable, and the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, and upon registration in the Register of Members of the Company), will be validly issued, fully paid and non-assessable. The holders of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any security of the Company preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than execution (if applicable), countersignature (if applicable) and delivery at the Securities time of issuance) has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative's Purchase Option, the Representative's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby in accordance with and the terms thereof Representative's Purchase Option, the Representative's Warrants and such the Warrants are will be enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrant, and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration StatementWhen issued, the Sale Preliminary Prospectus Underwriter's Purchase Option, the Underwriter's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby in accordance with and the terms thereof Underwriter's Purchase Option, the Underwriter's Warrants and such the Warrants are will be enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement and the Charter, and following registration in the Company’s Register of Members, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of this Agreement and registered in the Company’s incorporation register of members, will be duly issued and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementdelivered, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute legal, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units have been duly authorized and reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor pursuant to the exercise Warrants, the Warrant Agreement and the Charter of the Warrants Company, and upon payment following registration in the Register of Members of the consideration thereforCompany, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued (including by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Ordinary Shares included in the Securities have been duly authorized and, when issued (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and delivered against payment for the Securities by the Underwriters pursuant to this Agreement and the Amended and Restated Memorandum and Articles of Association, and following registration in the Company’s Register of Members, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Class A Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued (by the exercise entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Ordinary Shares have been issued credited as fully paid) and delivered against payment therefor pursuant to such Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance by the Company and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Ordinary Shares included in the Securities have been duly authorized by the Company and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Class A Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Public Warrants included in the Securities has have been duly authorized by the Company and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Public Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforceability of creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability (iithe “Enforceability Exceptions”). (iv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Class A Ordinary Shares issuable upon exercise of the Public Warrants included in the Securities have been duly authorized by the Company and reserved for issuance upon and, when issued and delivered against payment therefor pursuant to the exercise of the Public Warrants and upon payment of the consideration thereforPublic Warrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Class A Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Companyand Representative’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants Representative’s Warrant have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise part of the Warrants and upon payment of the consideration therefor, Company and when paid for and issued in accordance with the terms thereof Representative’s Warrant and the Representative’s Warrant Agreement, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Underwriter's Purchase Option, the Underwriter's Warrants and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Underwriter's Purchase Option, the Underwriter's Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued (including by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Ordinary Shares have been issued credited as fully paid) and paid delivered against payment therefor by the Underwriters pursuant to this Agreement will be validly issued. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Ordinary Shares have been issued credited as fully paid) and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; assessable (meaning that no additional sums may be levied on the holder thereof by the Company). The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued (by the exercise entry of the name of the registered owner thereof in the register of members of the Company confirming that such Ordinary Shares have been issued credited as fully paid) and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and assessable (meaning that no additional sums may be levied on the holder thereof by the Company). The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities Firm Shares and Option Shares have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, the Firm Shares and Option Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as the case may be. When paid for issuance and issued, the Warrants will constitute valid and binding obligations sale of the Company to issue Firm Pre-Funded Warrants and the number Option Pre-Funded Warrants has been duly and type of securities of validly taken; the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants (the “Underlying Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise part of the Warrants and upon payment of the consideration therefor, Company and when issued and paid for in accordance with the terms thereof Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, such shares of Common Stock Underlying Shares will be duly and validly authorized, validly issued, fully paid and non-assessable, assessable and the holders thereof are not and will not be subject to personal liability by reason of being such holdersholders and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; , and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the . The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all . All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforand, and when issued in accordance with the terms thereof such shares of Common Stock the Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and the applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants included in the Units will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance and upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof and the Public Warrant Agreement (as defined in Section 2.23), such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (1) The Securities have Common Stock included in the Units has been duly authorized and, when executed by the Company and reserved for issuance countersigned, and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; . (2) The Warrants included in the Units, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to this Agreement, will be duly executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (3) The shares of Common Stock issuable upon exercise of the Warrants included in the Units have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders thereof of such Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities are such Common Stock is not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the Securities time of issuance) has been duly and validly taken. . (4) The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation are in valid and applicable securities lawssufficient form. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforduly listed, and when issued in accordance with admitted and authorized for trading, subject only to official notice of issuance, on the terms thereof such shares of Common American Stock will be duly and validly authorized, validly issued, fully paid and non-assessableExchange, and the holders thereof are not and will not be subject Company knows of no reason or set of facts which likely to personal liability by reason of being adversely affect such holdersapproval.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Class A Common Stock issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Class A Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws's incorporation. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement. When issued, the Sale Preliminary Prospectus Representative’s Purchase Option, the Representative’s Warrant, and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (1) The Securities have been duly authorized and, when executed by the Company and reserved for issuance and when countersigned, issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; . (2) The shares of Common Stock included in the Securities have been duly authorized and, when issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable. The holders thereof are not and of such shares of Common Stock will not be subject to personal liability by reason of being such holders; the Securities such shares of Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (3) The Warrants included in the Securities has have been duly authorized and, when executed by the Company and validly taken. The form of certificates countersigned, issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation this Agreement, will be validly issued and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute the valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (ii4) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof are not and of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company. (5) The certificates for the Common Stock are in valid and proper form.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities lawsincorporation. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Representative’s Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representative’s Securities are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Ordinary Shares included in the Securities have been duly authorized and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; the Securities such Ordinary Shares are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforceability of creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability (iithe “Enforceability Exceptions”). (iv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon the exercise of and, when issued and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforWarrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the . The holders thereof of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform conforms to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities lawsincorporation. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such the Public Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants Public Warrants, have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, thereof and when issued in accordance with the terms thereof such shares of Common Stock thereof, will be duly and validly authorized, validly issued, fully paid and non-assessable, assessable and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities Units have been duly authorized and reserved for issuance and and, when issued in accordance with the Company’s Charter and paid for in accordance with this AgreementAgreement and registered in the Company’s register of members, will be duly and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Securities has Units have been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities Units conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Units, and all securities thereunder, will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Warrants Units, and the securities thereunder, are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of Class A Ordinary Shares underlying the Warrants included in the Units and the Subunits contained therein have been reserved for issuance issuance, and upon the exercise of the Warrants included in the Units and upon payment of the consideration thereforSubunits contained therein, and when issued in accordance with the terms thereof such shares of Common Stock issuance thereunder, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued (including by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Common Stock have been issued credited as fully paid) and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The Class A Common Stock included in the Securities have been duly authorized and, when issued (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Common Stock has been issued credited as fully paid) and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; assessable (meaning that no additional sums may be levied on the holder thereof by the Company). The holders thereof of such Class A Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities are such Class A Common Stock is not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of . (iii) The Warrants included in the Securities has have been duly authorized and, when issued and validly taken. The form of certificates delivered in the manner set forth in the Public Warrant Agreement against payment for the Securities conform by the Underwriters pursuant to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statementthis Agreement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; generally from time to time in effect and by equitable principles of general applicability. (iiiv) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Class A Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon and, when issued (by the exercise entry of the name of the registered owner thereof in the register of members of the Company confirming that such Class A Common Stock has been issued credited as fully paid) and delivered against payment therefor pursuant to the Warrants and upon payment of the consideration thereforPublic Warrant Agreement, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and assessable (meaning that no additional sums may be levied on the holder thereof by the Company). The holders thereof of such Class A Common Stock are not and will not be subject to personal liability by reason of being such holders; such Class A Common Stock is not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and such shares of Common Stock Ordinary Shares will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representative’s Purchase Option, the Representative Warrants, and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefore, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants, and Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants and the Representative Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforRepresentative Warrants and, and when issued in accordance with the terms thereof such shares of Common Stock the Warrants and the Representative Warrants, as the case may be, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The underlying Ordinary Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants has been duly and validly taken.

Securities Sold Pursuant to this Agreement. (i) The Securities shares of Common Stock included in the Units and the Representative’s Units have been duly authorized and, when executed by the Company and reserved for issuance countersigned, and when issued and delivered against payment therefor by the Underwriters pursuant to this Agreement or the Representative’s Purchase Option, as the case may be, will be validly issued, fully paid for and non-assessable. (ii) The Warrants included in the Units and the Representative’s Warrants, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to this Agreement or the Representative’s Purchase Option, as the case may be, will be duly executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with this their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Representative’s Warrants have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Warrants or the Representative’s Warrants, as the case may be, and the Warrant Agreement, will be validly issued, fully paid and non-assessable; the . The holders thereof are not and of such Common Stock will not be subject to personal liability by reason of being such holders; the Securities are not and such Common Stock will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the Securities has time of issuance) will have been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. . (iv) When paid for and issued, the Warrants Representative’s Purchase Option will constitute a valid and binding obligations obligation of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Warrants are Representative’s Purchase Option is enforceable against the Company in accordance with their its respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The Securities conform in all material respects to all statements with respect thereto contained in the Statutory Prospectus and the Prospectus. The shares of Common Stock issuable upon exercise of certificates for the Warrants have been reserved for issuance upon the exercise of the Warrants Securities are in due and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holdersproper form.

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

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such the Warrants are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants, respectively, have been reserved for issuance upon the exercise of the Representatives’ Warrants and upon payment of or the consideration thereforWarrants, as applicable, and when issued in accordance with the terms thereof such shares of Common Stock thereof, will be duly and validly authorized, validly issued, fully paid and non-assessable, assessable and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have been duly authorized and reserved for issuance and when issued and paid delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued. (ii) The shares of Class A Common Stock included in the Securities have been duly authorized and, when issued and delivered against payment for in accordance with the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; . (iii) The Warrants included in the Securities have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The shares of Class A Common Stock issuable upon exercise of the Warrants included in the Securities have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders thereof of such shares of Class A Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities such shares of Class A Common Stock are not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold Pursuant to this Agreement. (i) The Securities have Common Stock included in the Units has been duly authorized and, when executed by the Company and reserved for issuance countersigned, and when issued and paid for in accordance with delivered against payment therefor by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; ; (ii) The Common Stock included in the Representatives’ Units has been duly authorized and, when executed by the Company and countersigned, and issued and delivered against payment therefor pursuant to the terms of the Representatives’ Purchase Option, will be validly issued, fully paid and non-assessable; (iii) The shares of Common Stock issuable upon exercise of the Warrants and the Representatives’ Warrants have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement (as defined in Section 2.10.2 hereof) or the Representatives’ Warrants and the Warrant Agreement, as the case may be, will be validly issued, fully paid and non-assessable. The holders thereof of such Common Stock are not and will not be subject to personal liability by reason of being such holders; the Securities are such Common Stock is not and will not be subject to the any preemptive rights of any holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the Securities time of issuance) has been duly and validly taken. ; (iv) The form of certificates for Warrants, when executed by the Securities conform to Company and countersigned, and issued and delivered against payment therefor by the corporate law Underwriters in accordance with the terms of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Warrant Agreement will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are Company, enforceable against the Company in accordance with their respective terms, except: (i) except as such enforceability the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, reorganization without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally; generally and except as enforcement thereof is subject to general principles of equity (iiregardless of whether enforcement is considered in a proceeding in equity or at law); (v) The Representatives’ Purchase Option, when executed by the Company, and issued and delivered against payment therefore in accordance with its terms, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability of any indemnification or contribution provision the enforcement thereof may be limited under foreignby bankruptcy, federal insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); and (vi) The Representatives’ Warrants, when executed by the equitable defenses Company and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration thereforcountersigned, and when issued and delivered against payment therefor in accordance with the terms of the Representatives’ Purchase Option, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof such shares may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The form of certificate representing the Common Stock will be duly filed as an exhibit to the Registration Statement is in due and validly authorizedproper form, validly issued, fully paid and non-assessable, satisfying the applicable requirements of the Delaware General Corporation Law. Each of the Securities conforms in all material respects to all statements with respect thereto contained in the Registration Statement and the holders thereof are not and will not be subject to personal liability by reason of being such holdersProspectus.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants Representatives’ Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants Representatives’ Securities are enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.