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, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may beRegistration Statement. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, securities will be duly and validly authorized, 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 and Placement Agent 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 and Placement Agent Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in Common Stock underlying the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement Placement Agent Warrants have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof andpart of the Company and when paid for, when if applicable, and issued in accordance with the terms of Placement Agent Warrants, such securities, 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. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities and Representatives’ Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessableassessable free and clear of all liens, charges, mortgages or other encumbrances; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Representatives’ 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 Representatives’ Securities has been duly and validly taken. The ; the shares of Common Stock issuable upon exercise of the Warrants and Representatives’ Warrants (the “Underlying Common Stock”) 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 in accordance with such Representatives’ Warrants or exercised on a cashless basis as set forth in such Warrants or Representatives’ Warrants, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the Public Securities and Representatives’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary the Pricing Prospectus, the Statutory Prospectus General Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 ; the shares of Common Stock issuable upon exercise of the Underwriter’s Warrants (the “Underlying Common Stock”) 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 in accordance with such Underwriter’s Warrants or exercised on a cashless basis as set forth in such Underwriter’s Warrants, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; 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 pre-emptive 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 Securities conform in all material respects to all statements with respect thereto contained in ; the Registration Statement, any Preliminary ProspectusCommon Shares issuable upon exercise of the Pre-Funded Warrants, the Statutory Prospectus Warrants and the ProspectusRepresentative’s Warrant (the “Underlying Common 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 in accordance with the Pre-Funded Warrant Certificate, the Warrant Agreement and the Representative’s Warrant Agreement, as the case may be. The Warrant , such Underlying Common Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant ; and the Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be.

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, 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 ; the shares of Common Stock issuable upon exercise of the Representative’s Warrants (the “Underlying Common Stock”) 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 in accordance with such Representative’s Warrants or exercised on a cashless basis as set forth in such Representative’s Warrants, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Pricing Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid for, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any the Preliminary Prospectus, the Statutory Prospectus and the Prospectus. When issued, as the case may be. The Warrant Shares issuable Representative’s Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the Underwriter’s Warrant Agreement have been reserved respective exercise prices therefor, the number and type of securities of the Company called for issuance upon the exercise thereof and, when issued thereby in accordance with the terms of thereof and such securitiesRepresentative’s Securities are enforceable against the Company in accordance with their respective terms, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may beEnforceability Exceptions.

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, 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 ; the Ordinary Shares issuable upon exercise of the Underwriter’s Warrants (the “Underlying Ordinary 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 in accordance with such Underwriter’s Warrants or exercised on a cashless basis as set forth in such Underwriter’s Warrants, as the case may be, such Underlying Ordinary Shares will be validly issued, fully paid and non-assessable; the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

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, 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 Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved When paid for issuance upon the exercise thereof and, when and issued in accordance with the terms Representative’s Warrant Agreement, the underlying shares of such securities, Common Stock will be duly and validly authorized, 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 ; 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Agreement has been duly and the Prospectus, as the case may bevalidly taken.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; to the Company’s knowledge, the holders thereof are not and will not be subject to personal liability by reason of being such holders; the 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. All corporate action required to be taken for the authorization, issuance and sale of the Securities have been duly and validly taken; the Ordinary Shares underlying the Pre-Funded Warrants has been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued and paid forin accordance with the Pre-Funded Warrants, such Ordinary 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 Securities and such 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 Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities and the Representative’s Securities have been duly authorized and reserved for issuance and sale and, when issued and paid forfor in accordance with the terms of 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 Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. The Common Shares issuable upon exercise of the Warrants and the Representative’s Warrant (the “Underlying Common Stock”) 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 in accordance with such Warrants or the Representative’s Warrant, or exercised on a cashless basis as set forth in such Warrants or Representative’s Warrant, if applicable, as the case may be. The Warrant Shares issuable upon exercise , such shares of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, Underlying Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 ; the Common Stock issuable upon exercise of the Warrants (including the Warrants included in the Representative’s Unit Purchase Option) (the “Underlying Common Stock”) 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 in accordance with such Warrants (including the Warrants included in the Representative’s Unit Purchase Option) or exercised on a cashless basis as set forth in such Warrants, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Firm Securities, the Option Securities and the Representative’s Warrants have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; 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 ; the Common Shares issuable upon exercise of the Warrants and Representative’s Warrants (the “Underlying Common 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 in accordance with such Warrants, the Warrant Agreement and Representative’s Warrants or exercised on a cashless basis as set forth in such Representative’s Warrants, as the case may be, such Underlying Common Shares will be validly issued, fully paid and non-assessable; and the Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

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, will be validly issued, fully paid and non-assessable; the holders thereof are not Public Securities and will not be subject to personal liability by reason of being such holders; the 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 Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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. The Representative’s Warrant Shares Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the UnderwriterRepresentative’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Representative’s Warrant and the Representative’s Warrant Agreement, such shares of such securities, Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof and such shares of Common Stock are not and will not be subject to personal liability the preemptive rights of any holders of any security of the Company or similar contractual rights granted 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, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and and, when issued and paid for, 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 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus. When issued, the Statutory Prospectus Warrants will constitute valid and binding obligations of the ProspectusCompany to issue and sell, as the case may be. The Warrant Shares issuable upon exercise thereof and payment of the Underwriter’s Warrant Agreement have been reserved exercise price therefor, the number and type of securities of the Company called for issuance upon the exercise thereof and, when issued thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their respective terms, except (i) as such enforce-ability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of such securitiesany indemnification or contribution provision may be limited under the federal and state securities laws, will be duly and validly authorized, validly issued, fully paid (iii) that the remedy of specific performance and non-assessable; the holders thereof are not injunctive and will not other forms of equitable relief may be subject to personal liability by reason the equitable defenses and to the discretion of being such holders. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, court before which any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case proceeding therefor may bebe brought.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and when issued and paid forfor in accordance with the terms of 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securitiesthe Underwriter’s Warrant Agreement, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Securities conform in all material respects All corporate action required to all statements with respect thereto contained in be taken for the Registration Statementauthorization, any Preliminary Prospectus, issuance and sale of the Statutory Prospectus Warrants has been duly and validly taken; the Prospectus, as the case may be. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriter’s Warrant Agreement Warrants have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Warrants and the Warrant Agent Agreement, such shares of such securities, Common Stock will be duly and validly authorized, 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; 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. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance of the case may be. The Representative’s Warrant Agreement has been duly and validly taken; the Common Shares issuable upon exercise of the UnderwriterRepresentative’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Representative’s Warrant Agreement, such securities, Common Shares will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such Common Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Public Securities and Underwriters’ Securities have been duly authorized and reserved for issuance and sale and, when issued and paid forfor pursuant to the terms hereof, 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 Underwriters’ 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 that have not been waived or otherwise have lapsed without exercise; 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 Public Securities and Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When paid for and issued in accordance with the Underwriters’ Warrants, the underlying 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 underlying 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 Securities Underwriters’ Warrants has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance of the case may be. The Representative's Warrant Agreement has been duly and validly taken; the Common Shares issuable upon exercise of the Underwriter’s Representative's Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Representative's Warrant Agreement, such securities, Common Shares will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such Common Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable shares of Common Stock underlying the Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have been validly reserved for future issuance and will, upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon Warrants and payment of the exercise price thereof and, when issued in accordance with the terms of such securitiesthe Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not assessable and will not be have been issued in violation of or subject to personal liability by reason preemptive or similar rights to subscribe for or purchase securities of being such holders. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may beCompany.

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, 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 Firm Shares and the Option Shares has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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. The Warrant Shares Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Underwriter’s Warrant Agreement Warrants have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Warrants and the Warrant Agreement, the underlying shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Securities and Underwriter’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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. The Underwriter’s Warrant Shares Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Underwriter’s Warrant and the Underwriter’s Warrant Agreement, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid forfor 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Underwriters’ Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

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, 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 Common Stock issuable upon exercise of the Representative’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when issued in accordance with the Firm Pre-Funded Warrants, the respective warrant agent agreement (the “Warrant Agent Agreement”) and the Representative’s Warrant, as the case may be, such Common Stock will be validly issued, fully paid and non-assessable. The Securities Shares , the Pre-funded Warrants and the Representative’s Warrant conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; 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 pre-emptive 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 Securities conform in all material respects to all statements with respect thereto contained in ; the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Ordinary Shares issuable upon exercise of the Underwriter’s Warrant Agreement Pre-Funded Warrants and the Warrants (the “Underlying Ordinary Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Pre-Funded Warrant Certificate and the Warrant Agreement such securities, Underlying Ordinary Shares will be duly and validly authorized, 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 Warrant ; and the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance and sale of the case may be. The Representative’s Warrant Agreement has been duly and validly taken; the Ordinary Shares issuable upon exercise of the UnderwriterRepresentative’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Representative’s Warrant Agreement, such securities, Ordinary Shares will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such Ordinary Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriter’s Warrant Agreement Pre-Funded Warrants (the “Underlying Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Pre-Funded Warrant Certificate, such securities, Underlying Shares will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance and sale of the case may be. The Representative’s Warrant Agreement has been duly and validly taken; the ADSs and the Ordinary Shares issuable upon exercise of the UnderwriterRepresentative’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Representative’s Warrant Agreement, such securities, ADSs and Ordinary Shares will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such ADSs and Ordinary Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as . All corporate action required to be taken for the case may be. The authorization and issuance of the Firm Warrants and the Option Warrants has been duly and validly taken; the Registered Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Warrant Agreement, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Underwriters’ Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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 beWarrants has been duly and validly taken. The Warrant Shares issuable shares of Common Stock underlying the Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have been validly reserved for future issuance and will, upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon Warrants and payment of the exercise price thereof and, when issued in accordance with the terms of such securitiesthe Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not assessable and will not be have been issued in violation of or subject to personal liability by reason preemptive or similar rights to subscribe for or purchase securities of being such holders. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and and, when issued and paid forfor 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Statement and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the UnderwriterSelling Agent’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Statement and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities and Underwriter’s Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not Public Securities and will not be subject to personal liability by reason of being such holders; the Underwriter’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 the Underwriter’s Securities has been duly and validly taken. The Public Securities and Underwriter’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus . When paid for and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securitiesUnderwriter’s Warrant Agreement, the underlying Shares will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof underlying Shares are not and will not be subject to personal liability the preemptive rights of any holders of any security of the Company or similar contractual rights granted by reason the Company; and all corporate action required to be taken for the authorization, issuance and sale of being such holders. The the Shares underlying the Underwriter’s Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Agreement has been duly and the Prospectus, as the case may bevalidly taken.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance and sale of the case may be. The Pre-Funded Warrants has been duly and validly taken; the Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Pre-Funded Warrant, such securities, Warrant Shares will be duly and validly authorized, validly issued, fully paid and non-assessable; assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The holders; and such Warrant Securities conform in all material respects Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; 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 pre-emptive 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 Securities conform in all material respects to all statements with respect thereto contained in ; the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Ordinary Shares issuable upon exercise of the Underwriter’s Warrant Agreement Warrants (the “Underlying Ordinary Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Warrant Agreement such securities, Underlying Ordinary Shares will be duly and validly authorized, 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 Warrant ; and the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Firm Securities and the Option Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; 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 Securities conform in all material respects to all statements with respect thereto contained in ; the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriter’s Warrant Agreement Warrants (the “Underlying Common Stock”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with such Warrants and the Warrant Agreement or exercised on a cashless basis in accordance with the terms of such securitiesWarrants and the Warrant Agreement, as the case may be, such Underlying 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 description of being such holders. The Warrant the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, insofar as such description purports to summarize the case may beprovisions of law related to the Public Securities, constitutes an accurate summary thereof in all material respects.

Securities Sold Pursuant to this Agreement. The Public Securities and Representative Shares have been duly authorized and reserved for issuance and sale and, when issued and paid forfor in accordance with the terms of 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 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 Public Securities and Representative Shares has been duly and validly taken. The Warrants, when issued and paid for pursuant to this Agreement and the Warrant Agency Agreement (as defined below), will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the Warrant Shares. The Public Securities and Representative Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as the case may be. The Warrant Shares issuable upon exercise issuance and sale of the Underwriter’s Warrant Agreement have Representative Shares has been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessabletaken; 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 ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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 fordelivered 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 certificates for the Securities are in valid and sufficient form. The Securities conform in all material respects to all statements with respect thereto contained in are duly authorized for quotation on the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.OTC Bulletin Board

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Pre-Funded Warrant Shares and the Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary the Base Prospectus, the Statutory Time of Sale Prospectus and the Prospectus, as the case may beProspectus Supplement. The Warrant Shares issuable upon exercise No approval of the Underwriter’s Warrant Agreement have been reserved stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for issuance upon the exercise thereof and, when issued in accordance with Company to issue and deliver the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable; Securities to 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, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may bePurchasers.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid forfor 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Selling Agents’ Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities Upon due issuance by the Depositary of the ADRs evidencing the ADSs against the deposit of the Underlying Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued, fully paid and non-assessable, freely transferable to and for the account of the Underwriters, and the persons in whose name the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement. Each of the Underlying Shares and the ADSs have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessableassessable and will be issued in compliance with all applicable securities laws; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities Underlying Shares and the ADSs are not and will not be subject to the rights of first refusal, preemptive or registration rights of any holders of any security of the Company or similar contractual rights granted by the Company, except as have been duly waived; and all corporate action required to be taken for the authorization, issuance and sale of the Securities Underlying Shares and the ADSs has been duly and validly taken. The Securities Underlying Shares and the ADSs conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (collectively, the “Underlying Shares”) have been duly authorized and reserved for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement or the Pre-Funded Warrants, as applicable, 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 the Underlying 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 Public Securities and the Underlying Shares has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as the case may be. The Warrant Shares issuable upon exercise issuance and sale of the Underwriter’s Warrant Agreement Pre-Funded Warrants has been duly and validly taken; the Underlying Shares have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, when issued in accordance with part of the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable; Company; 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 holders; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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. The Pre-Funded Warrants has been duly and validly taken; the Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Pre-Funded Warrant Agreement, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Securities conform in all material respects All corporate action required to all statements with respect thereto contained in be taken for the Registration Statementauthorization, any Preliminary Prospectus, the Statutory Prospectus issuance and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise sale of the Underwriter’s Warrant Agreement Securities has been duly and validly taken; the Securities have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof andpart of the Company and when paid for, when if applicable, and issued in accordance with the terms of such securities, will be duly and validly authorized, 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; and such 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities Shares have been duly authorized and reserved for issuance and when issued and paid for, 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 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 Securities Shares has been duly and validly taken. The Securities Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Underwriters’ Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Public Securities and Representative Shares have been duly authorized and reserved for issuance and sale and, when issued and paid forfor in accordance with the terms of 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 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 Public Securities and Representative Shares has been duly and validly taken. The Warrants, when issued and paid for pursuant to this Agreement and the Warrant Agreement (as defined below), will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the Warrant Shares. The Public Securities and Representative Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as the case may be. The Warrant Shares issuable upon exercise issuance and sale of the Underwriter’s Warrant Agreement have Representative Shares has been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessabletaken; 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 ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Public Securities have been duly authorized and reserved for issuance and sale and, when issued and paid forfor in accordance with the terms of 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. The Common Shares issuable upon exercise of the Warrants (the “Underlying Common Stock”) 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 in accordance with such Warrants, or exercised on a cashless basis as set forth in such Warrants, if applicable, as the case may be. The Warrant Shares issuable upon exercise , such shares of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, Underlying Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Time of Sale Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have has been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Underwriter’s Warrant Agreement and the Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Time of Sale Prospectus and the Prospectus, as the case may be.

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, 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 Securities has been duly and validly taken. The Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus . When paid for and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securitiesRepresentative’s Option Agreement, the underlying Shares will be duly and validly authorized, 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 Warrant Securities conform in ; the underlying 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 material respects corporate action required to all statements with respect thereto contained in be taken for the Registration Statementauthorization, any Preliminary Prospectus, issuance and sale of the Statutory Prospectus Representative’s Option Agreement has been duly and the Prospectus, as the case may bevalidly taken.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization and issuance of the Firm Warrants, as the case may be. The Warrant Shares issuable upon exercise of Option Warrants and the Underwriter’s Warrant Agreement has been duly and validly taken; the Registered Warrant Shares have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Warrants, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, pre-emptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 has and Representative’s Securities have been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved When paid for issuance upon the exercise thereof and, when and issued in accordance with the terms Representative’s Warrant Agreement, the underlying shares of such securities, Common Stock will be duly and validly authorized, 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 ; 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Agreement has been duly and the Prospectus, as the case may bevalidly taken.

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, 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 by the Company for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved When paid for issuance upon the exercise thereof and, when and issued in accordance with the terms of such securitiesRepresentative’s Warrant Agreement, the underlying Shares will be duly and validly authorized, 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 ; the underlying 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 by the Company for the authorization, issuance and sale of the Representative’s Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Agreement has been duly and the Prospectus, as the case may bevalidly taken.

Securities Sold Pursuant to this Agreement. The Public Securities and Representatives’ Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Representatives’ 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 Public Securities and Representatives’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus . When paid for and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securitiesRepresentatives’ Warrants, the underlying Shares will be duly and validly authorized, 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 Warrant Securities conform in ; the underlying 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 material respects corporate action required to all statements with respect thereto contained in be taken for the Registration Statementauthorization, any Preliminary Prospectus, issuance and sale of the Statutory Prospectus Representatives’ Warrants has been duly and the Prospectus, as the case may bevalidly taken.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in ; the Registration Statement, any Preliminary ProspectusCommon Stock underlying the Pre-Funded Warrants, the Statutory Prospectus Class A Warrants, and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have Class B Warrants has been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof andpart of the Company and when paid for, when if applicable, and issued in accordance with the terms of Pre-Funded Warrants, the Class A Warrants, and the Class B Warrants, as applicable, such securities, Common Stock will be duly and validly authorized, 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; 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. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package 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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus. When issued, the Statutory Prospectus Representative’s Purchase Option, the Representative’s Warrants and the ProspectusWarrants will constitute valid and binding obligations of the Company to issue and sell, as the case may be. The Warrant Shares issuable upon exercise thereof and payment of the Underwriter’s Warrant Agreement have been reserved respective exercise prices therefor, the number and type of securities of the Company called for issuance upon the exercise thereof and, when issued thereby in accordance with the terms of thereof and such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary ProspectusRepresentative’s Purchase Option, the Statutory Prospectus Representative’s Warrants and the Prospectus, as Warrants are enforceable against the case may beCompany in accordance with their respective terms.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have has been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.

Securities Sold Pursuant to this Agreement. The Securities Firm Shares and the Option Shares have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as issuance and sale of the case may be. The Warrant Shares Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Underwriter’s Warrant Agreement Warrants 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 upon the exercise thereof and, when issued in accordance with the terms Warrants, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as . All corporate action required to be taken for the case may be. The authorization and issuance of the Firm Warrants and the Option Warrants has been duly and validly taken; the Registered Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Warrants, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, pre-emptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and sale and, when issued and paid for, will be validly issued, issued and fully paid and non-assessablepaid; 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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. The Underwriter’s Warrant Agreement has been duly and validly taken; the Ordinary Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Underwriter’s Warrant and the Underwriter’s Warrant Agreement, such securities, Ordinary Share(s) will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such Ordinary Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 ; the Common Shares issuable upon exercise of the Warrants and the Representative’s Warrants 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 in accordance with such Warrants or Representative’s Warrants or exercised on a cashless basis as set forth in such Warrants or Representative’s Warrants, as the case may be, such Common Shares will be validly issued, fully paid and non-assessable; the Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Disclosure Package and the Prospectus, as . All corporate action required to be taken for the case may be. The authorization and issuance of the Firm Warrants and the Option Warrants has been duly and validly taken; the Registered Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms Warrant Agreement, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities Shares have been duly authorized and reserved for issuance and sale and, when issued and paid for, 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 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 Securities Shares has been duly and validly taken. The Securities Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may beRegistration Statement. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, securities will be duly and validly authorized, 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 ; the shares of Common Stock issuable upon exercise of the Warrants or upon conversion of the Preferred Shares included in the Public Securities (the “Underlying Common Stock”) have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when issued in accordance with such Warrants or Preferred Shares, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof Public Securities are not and will not be subject to personal liability the preemptive rights of any holders of any security of the Company or similar contractual rights granted by reason the Company which have not been waived; and all corporate action required to be taken for the authorization, issuance and sale of being such holdersthe Public Securities has been duly and validly taken. The Public Securities and Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When paid for and issued in accordance with the Underwriter’s Warrant Agreement, the Warrant Securities will be validly issued, fully paid and non-assessable; the Warrant 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 Underwriter’s Warrant Agreement has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, 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 sale and, when issued and paid for, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory 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. The Warrant Shares issuable upon exercise of have been duly authorized and the Underwriter’s Warrant Agreement Shares have been reserved for issuance upon by all necessary corporate action on the exercise thereof and, when part of the Company.When paid for and issued in accordance with the terms of such securitiesthe Warrants, the Warrant Shares will be duly and validly authorized, 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 ; and such Warrant Securities conform in all material respects Shares are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Public Securities and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Underlying Shares”) have been duly authorized and reserved for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement or the Pre-Funded Warrants, as applicable, 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 Underlying 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 Underlying Shares has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, as the case may be. The Warrant Shares issuable upon exercise issuance and sale of the Underwriter’s Pre-Funded Warrant Agreement has been duly and validly taken; the Underlying Shares have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, when issued in accordance with part of the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable; Company; 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 holders; and such shares of Common Stock are not and will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

Securities Sold Pursuant to this Agreement. The Securities Shares have been duly authorized and reserved for issuance and sale and, when issued and paid fordelivered by the Company against payment therefor pursuant to 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 Shares and the 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 the Warrants has been duly and validly taken. The Securities Shares and the Warrants conform in all material respects to all statements with respect thereto contained in the Registration StatementSubscription Documents. All corporate action required to be taken for the authorization, any Preliminary Prospectus, issuance and sale of the Statutory Prospectus Warrants has been duly and validly taken; the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement 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 upon the exercise thereof and, when issued in accordance with the terms Warrants, such shares of such securities, Common Stock will be duly and validly authorized, 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 Warrant Securities conform in all material respects ; and such shares of Common Stock will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any Preliminary Prospectus, holders of any security of the Statutory Prospectus and Company or similar contractual rights granted by the Prospectus, as the case may beCompany.

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, 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 ; the shares of Common Stock issuable upon exercise of the Representative’s Warrants (the “Underlying Common Stock”) 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 in accordance with such Representative’s Warrants or exercised on a cashless basis as set forth in such Representative’s Warrants, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, as the case may be. The Warrant Shares issuable upon exercise of the Underwriter’s Warrant Agreement have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such securities, will be duly and validly authorized, 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 Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus, as the case may be.