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

Securities Sold Pursuant to this Agreement. The Shares have been duly authorized 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 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 (except for any such rights that have been waived); and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived).

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; the Company (except for any such rights that have been waived)has reserved from its duly authorized capital stock the number of shares of Common Stock issuable pursuant to this Agreement; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. No further approval or authorization of any stockholder, the Company’s board of directors (the “Board”) or others is required for the issuance and sale of the Public Securities. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable upon exercise of the Representative's Warrant 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 the Representative's Warrant Warrants and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable, free and clear of all liens; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities has been duly and validly taken. The Shares Securities and Underwriter’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Underwriter’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Underwriter’s Warrant 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 Representative's Underwriter’s Warrant and the Representative's Underwriter’s Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities and the Representative’s Securities have been duly authorized 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 Shares Securities and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and the Representative’s Securities has been duly and validly taken. The Shares Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable 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 Representative's Warrant have been duly authorized Warrants and reserved for issuance by all necessary corporate action on the part payment of the Company and when paid for and issued exercise price thereof in accordance with the Representative's Warrant and terms of the Representative's Warrant AgreementWarrants, such shares of Common Stock will be 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 of being such holders; and such shares of Common Stock are not and will not be subject preemptive or similar rights to the preemptive rights of any holders of any security subscribe for or purchase securities of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Firm Unit Shares and Option Shares have been duly authorized for issuance and sale and, when issued and paid for, the Firm Unit Shares and Option Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Pre-Funded Warrants and the Common Warrants has been duly and validly taken; taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Pre-Funded Warrants and the Common Warrants (the “Underlying Shares”) have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when issued and paid for and issued in accordance with the Representative's Warrant Pre-Funded Warrants and the Representative's Warrant AgreementCommon Warrants, such shares of Common Stock Underlying Shares will be validly issued, fully paid and non-assessable; assessable and the holders thereof are not and will not be subject to personal liability by reason of being such holders; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have not been waived)waived as of the date of this Agreement; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package Statutory Prospectus and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 When paid for and issued in accordance with the Representative's Warrant and ’s Purchase Options, the Representative's Warrant Agreement, such shares of Common Stock ’s 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; and such shares of Common Stock the Representative’s 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 (except Company; and all corporate action required to be taken for any such rights that have the authorization, issuance and sale of the Representative’s Purchase Options has been waived)duly and validly taken.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Pre-Funded Warrants, the Firm Warrants and the Option Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of Warrant Shares and the Representative's Registered Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Pre-Funded Warrant Agreement and the Representative's Warrant Agent Agreement, respectively, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares have been duly authorized 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 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares and Underwriter’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Underwriter’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Underwriter’s Warrant 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 Representative's Underwriter’s Warrant and the Representative's Underwriter’s Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Firm Shares and Option Shares have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Firm Shares and the Option Shares has been duly and validly taken. The Shares Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's Warrant and ’s Warrant, the Representative's Warrant Agreement, such underlying shares of Common Stock 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; 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. No approval of the stockholders of the Company (except under the rules and regulations of the Commission or any other applicable law is required for any such rights that have been waived)the Company to issue and deliver the Securities to the Underwriters.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized for issuance and sale and, when issued and paid forfor in accordance with their respective terms, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly takentaken (or, with respect to the Preferred Stock, will have been taken prior to the Closing Date). The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for The Preferred Conversion Shares and the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Warrant certificate of designation for the Preferred Stock or the terms of the Warrants and the Representative's Warrant Agreement, such shares of Common Stock as applicable, the Preferred Conversion Shares and the Warrant 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; and such shares of Common Stock Preferred Conversion Shares and Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Firm Securities, the Option Securities and the Representative’s Warrant and the shares of Common Stock included in the Units have been duly authorized 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 Shares Public Securities and Representative’s Warrant 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants (including the Warrants included in the Representative's Warrant ’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 (including the Warrants included in the Representative's Warrant ’s Warrant) and the Warrant Agreement or exercised on a cashless basis as set forth in such Representative's Warrant Agreement’s Warrant, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not Public Securities and will not be subject Representative’s Warrant conform in all material respects to personal liability by reason of being such holders; all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package 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 (except for any such rights that have been waived)Prospectus.

Securities Sold Pursuant to this Agreement. The Public Securities, the Offered Shares and the Warrants have been duly authorized for issuance and sale and, when issued and paid forfor as set forth herein, 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock Shares issuable upon exercise of the Representative's Warrant Warrants and the Conversion Shares issuable upon conversion of the Preferred Shares have been duly authorized and such Warrant Shares and Conversion Shares have been reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Company. The Warrant Shares and the Representative's Warrant Agreement, such shares of Common Stock Conversion Shares will be validly issued, fully paid and non-assessableassessable and, when paid for and issued in accordance with the Warrants and the agreement evidencing the Warrants (the “Warrant Agreement”) or the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”), as the case may be; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities and the Representative’s Share Purchase Option have been duly authorized 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 Shares Securities and the Representative’s Share Purchase Option 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Share Purchase Option has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant ’s Share Purchase Option 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 Representative's Warrant ’s Share Purchase Option and the exercised on a cashless basis as set forth in such Representative's Warrant Agreement’s Share Purchase Option, such shares of Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not Securities and will not be subject the shares underlying the Representative’s Share Purchase Option conform in all material respects to personal liability by reason of being such holders; all statements with respect thereto contained in the Offering Statement, the Pricing Disclosure Package 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 (except for any such rights that have been waived)Final Offering Circular.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Underwriters’ Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Underwriter’s Securities has been duly and validly taken. The Shares Public Securities and Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 When paid for and issued in accordance with the Representative's Warrant and the Representative's Underwriters’ Warrant Agreement, such shares of Common Stock 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; and such shares of Common Stock 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 (except Company; and all corporate action required to be taken for any such rights that have the authorization, issuance and sale of the Underwriters’ Warrant Agreement has been waived)duly and validly taken.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance The Warrant Shares and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant Agreement and Representative's Warrant and the Representative's ’s Warrant Agreement, respectively, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)as validly waived or complied with; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock 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; and such shares of Common Stock Ordinary Shares are not and will not be subject to the preemptive rights, rights of first refusal or rights of participation of any holders of any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Underwriters’ Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid paid, and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance issuance, and sale of the Shares Public Securities and Underwriters’ Securities has been duly and validly taken. The Shares Public Securities and Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance issuance, and sale of the Representative's Warrants, and the Underwriters’ Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrants and the Underwriters’ Warrant 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 Representative's Warrants, the Warrant Agreement, or the Underwriters’ Warrant and the Representative's Underwriters’ Warrant Agreement, as applicable, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities has been duly and validly taken. The Shares Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Warrants and the Representative's ’s Warrant has -has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrant and the Representative's ’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and and, when paid for and issued in accordance with the Warrant and Representative's ’s Warrant and the Warrant Agreement and Representative's ’s Warrant Agreement, such as the case may be, the underlying shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares and Selling Agents’ Securities have been duly authorized 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; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares and Selling Agents’ 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and Selling Agents’ Securities has been duly and validly taken. The Shares and Selling Agents’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Offering Statement, the Pricing Disclosure Package Materials and the ProspectusFinal Offering Circular. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Selling Agent’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Selling Agent’s Warrant 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 Representative's Selling Agent’s Warrant and the Representative's Selling Agent’s Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable, free and clear of all liens; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative's Securities have been duly authorized for issuance and sale and, when issued and paid forpaid, will be validly issued, fully paid and non-assessableassessable and have been issued in compliance with all United States federal and state securities laws and all Canadian provincial securities laws; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and 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 the Representative's 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, the Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Pre-Funded Warrants has been duly and validly taken; the Common Shares issuable upon exercise of the Pre-Funded Warrants and the Representative's Warrants (the "Underlying 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, such 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; and such Common 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 (except for any such rights that have been waived); and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forpaid, 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 Shares Public Securities and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and the Representative’s Securities has been duly and validly taken. The Shares Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Pre-Funded Warrants has been duly and validly taken; taken; the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Representative's ’s Warrant (the “Underlying 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 Representative's Warrant and the Representative's Warrant Agreementissued, such shares of Common Stock Underlying Shares will be 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and Representative’s Securities has been duly and validly taken. The Shares Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable upon exercise of the Representative's ’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company, subject to the approval by the stockholders of the Company of Proposal 2 set forth in the Company’s definitive proxy statement filed with the Commission on February 28, 2014 (the “Proxy Statement”), regarding an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase its authorized capital stock, and, when paid for and issued in accordance with the Representative's Warrant and the Representative's ’s Warrant Agreement, such the underlying shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares and Representative’s Securities have been duly authorized for issuance and sale. Upon the sale andand delivery to the Underwriters of the shares of Common Stock, when issued and paid forpayment therefor, pursuant to this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable, and persons in whose names the shares of Common Stock are registered will be entitled to the rights specified in the shares of Common Stock, and the Underwriters will acquire good, marketable and valid title to such Shares in the form of shares of Common Stock, free and clear of all pledges, liens, security interests, charges, claims, or encumbrances of any kind; and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Securities has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant ’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 the such Representative's Warrant and the Representative's Warrant Agreement’s Warrants, such shares of Common Stock will be validly issued, fully paid and non-assessable; . The Shares and the holders thereof are not Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package, 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 (except for any such rights that have been waived)Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Underwriters’ Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities has been duly and validly taken. The Shares Public Securities and Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 When paid for and issued in accordance with the Representative's Warrant and the Representative's Underwriters’ Warrant Agreement, such shares of Common Stock 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; and such shares of Common Stock 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 (except Company; and all corporate action required to be taken for any such rights that have the authorization, issuance and sale of the Underwriters’ Warrant Agreement has been waived)duly and validly taken.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement, and the Representative’s Warrant Agreement for the Representative’s Securities, 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares and Placement Agents’ Securities have been duly authorized 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; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares and Placement Agents’ 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and Placement Agents’ Securities has been duly and validly taken. The Shares and Placement Agents’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Offering Statement, the Pricing Disclosure Package Materials and the ProspectusFinal Offering Circular. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Placement Agents’ Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Placement Agents’ Warrant 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 Representative's Placement Agents’ Warrant and the Representative's Placement Agents’ Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable, free and clear of all liens; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities, and Placement Agent’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to 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 Shares Securities, and the Placement Agent’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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and the Placement Agent’s Securities has been duly and validly taken. The Shares Securities and the Placement Agent’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Placement Agent’s Warrant, the Warrants and the Pre-Funded Warrants has been duly and validly taken; taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Warrant and the Representative's Placement Agent’s Warrant Agreement, the Warrants and the Pre-Funded Warrant, such shares of Common Stock Warrant Shares will be 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; holders; and such shares of Common Stock Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Firm Shares and Option Shares have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Firm Shares and the Option Shares has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's Warrant and ’s Warrant, the Representative's Warrant Agreement, such underlying shares of Common Stock 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; 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. No approval of the stockholders of the Company (except under the rules and regulations of the Commission or any other applicable law is required for any such rights that have been waived)the Company to issue and deliver the Public Securities to the Underwriters.

Securities Sold Pursuant to this Agreement. The Firm Shares and Option Shares have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Firm Shares and the Option Shares has been duly and validly taken. The Shares Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Firm Warrants and Option Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Firm Warrants and Option 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 the Representative's Warrant Firm Warrants and Option Warrants, as applicable, the Representative's Warrant Agreement, such underlying shares of Common Stock 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; 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 right granted by the Company. No approval of the stockholders of the Company (except under the rules and regulations of the Commission or any other applicable law is required for any such rights that have been waived)the Company to issue and deliver the Securities to the Underwriters.

Securities Sold Pursuant to this Agreement. The Shares Shares, Warrants and Representative’s Unit Purchase Option have been duly authorized 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 Shares Shares, Warrants and Representative’s Unit Purchase Option 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Shares, Warrants and Representative’s Unit Purchase Option has been duly and validly taken; the Common Stock issuable upon exercise of the Warrants or Representative’s Unit Purchase Option (or underling the Warrants included in the Representative’s Unit Purchase Option) 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 Representative’s Unit Purchase Option, as the case may be, such Common Stock will be validly issued, fully paid and non-assessable. The Shares Shares, Warrants and the Representative’s Unit Purchase Option conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived).

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized for issuance and sale and, when issued and paid forfor in accordance with their respective terms, will be validly issued, and, as applicable, 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 Shares 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 (except for any such rights that have been waived); and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly takenCompany. The Shares Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for The Preferred Conversion Shares and the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Warrant certificate of designation for the Preferred Stock or the terms of the Warrants and the Representative's Warrant Agreement, such as applicable, the Preferred Conversion Shares and the Warrant Shares and shares of Common Stock Stock, 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; and such shares of Common Stock Stock, Preferred Conversion Shares and Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Securities has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants (including the Warrants included in the Representative's Warrant ’s Unit Purchase Option) and conversion of the Preferred Shares (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 Warrant and ’s Unit Purchase Option) or exercised on a cashless basis as set forth in such Warrants, as the Representative's Warrant Agreementcase may be, or upon conversion of the Preferred Shares, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not Public Securities and will not be subject Representative’s Securities conform in all material respects to personal liability by reason of being such holders; all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package 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 (except for any such rights that have been waived)Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required The Warrants Shares and the Conversion Shares have been duly authorized for issuance, will conform in all material respects to be taken the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have been validly reserved for the authorization, future issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock issuable will, upon exercise of the Representative's Warrant have been duly authorized Warrants and reserved for issuance by all necessary corporate action on the part payment of the Company and when paid for and issued exercise price thereof in accordance with the Representative's Warrant terms of the Warrants, or upon conversion of the Preferred Shares in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Representative's Warrant AgreementSeries C Convertible Preferred Stock (the “Certificate of Designation”), such shares of Common Stock will as applicable, be validly issued, fully paid and non-assessable; , will not subject to 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 have been issued in violation of or subject to the preemptive or similar rights of any holders of any security to subscribe for or purchase securities of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived); and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Securities has been duly and validly taken; the shares of Common Stock issuable upon exercise of underlying the Representative's Warrant have Pre-Funded Warrants, the Class A Warrants and the Class B Warrants has been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for for, if applicable, and issued in accordance with the Representative's Warrant the Pre-Funded Warrants, the Class A Warrants and the Representative's Warrant AgreementClass B Warrants, as applicable, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Securities and Representative’s Securities have been duly authorized 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; except as described in the Shares Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and Representative’s Securities has been duly and validly taken. The Shares Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable upon exercise of both of the Public Warrants and the Representative's ’s Warrant 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 Representative's Warrant Public Warrants and the Representative's Warrant Agreement’s Warrant, respectively, such shares of Common Stock 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; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant 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 the Representative's Warrant and agreements evidencing the Representative's Warrants (each, a “Warrant Agreement,” and, collectively, the “Warrant Agreements”), such shares of Common Stock 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; 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. No approval of the stockholders of the Company (except under the rules and regulations of the Commission or any other applicable law is required for any such rights that have been waived)the Company to issue and deliver the Public Securities to the Underwriters.

Securities Sold Pursuant to this Agreement. The Shares have been duly authorized 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; except for the participation rights granted in connection with the clirSPV SPA, the 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and the Warrants has been duly and validly taken. The Shares and the Warrants conform in all material respects to all statements with respect thereto contained in the Registration StatementSubscription Documents and SEC Reports, the Pricing Disclosure Package and the Prospectusas applicable. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued upon exercise in accordance with the Representative's Warrant and the Representative's Warrant AgreementWarrants, such shares of Common Stock 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; 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 (Company, except for any such the participation rights that have been waived)granted in connection with the clirSPV SPA.

Securities Sold Pursuant to this Agreement. The Shares have been duly authorized 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 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and the Warrants has been duly and validly taken. The Shares and the Warrants conform in all material respects to all statements with respect thereto contained in the Registration StatementSubscription Documents and SEC Reports, the Pricing Disclosure Package and the Prospectusas applicable. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and and, as required by the terms of the Warrants, reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued upon exercise in accordance with the Representative's Warrant and the Representative's Warrant AgreementWarrants, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Public Securities has been duly and validly taken; the Shares, Warrants and shares of Common Stock issuable upon exercise of the Representative's Warrant such securities, 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 Representative's Warrant such Shares and the Representative's Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; such Warrants will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such Shares and 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 (except for any such rights that have been waived).

Securities Sold Pursuant to this Agreement. The Firm Shares and the Option Shares have been duly authorized 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 Shares Public Securities and the 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and the Underwriters’ Securities has been duly and validly taken. The Shares Public Securities and the Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Pricing Disclosure Package, the Prospectus and the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrants and the Underwriters’ Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrants and the Underwriters’ Warrant 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 exercise in accordance with the Representative's Warrant Warrants and the Representative's Warrant AgreementUnderwriters’ Warrant, as applicable, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities and the Representative’s Warrants conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's Warrant and agreements evidencing the Representative's ’s Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Warrant Securities have been duly authorized for issuance and sale and, when issued and paid forfor in accordance with the terms of this Agreement and the Underwriter Warrant Agreement, as applicable, will have been be validly issued and 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 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 Shares 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 holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Underwriter’s Warrant Agreement has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived).

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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; Except as set forth in the Shares Registration Statement, the Pricing Disclosure Package and the Prospectus,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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Preferred Conversion Shares and the Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Warrant certificate of designation for the Preferred Stock or the terms of the Warrants, as applicable, the Preferred Conversion Shares and the Representative's Warrant Agreement, such Shares and shares of Common Stock Stock, 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; and such Preferred Conversion Shares, Warrant Shares and 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative’s 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 extent applicable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares Public Securities and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and the Representative’s Securities has been duly and validly taken. The Shares Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Pre-Funded Warrants and the Representative's ’s Warrant has been duly and validly taken; taken; the shares of Common Stock Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Representative's ’s Warrant (the “Underlying 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 Representative's Warrant and the Representative's Warrant Agreementissued, such shares of Common Stock Underlying Shares will be 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; holders; and such shares of Common Stock 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to 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 Shares Public Securities and 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 (except for any such rights that as have been waived)validly waived or complied with; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and the Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’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 in accordance with the Representative's Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities, the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants (the latter two together, the “Underlying Shares”) have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement, the Pre-Funded Warrants, the Representative’s Warrants and the Representative’s Warrant Agreement, 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 (except for any such rights that as have been waived)validly waived or complied with; 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 Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant and the Pre-Funded Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Underlying 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 Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessableCompany; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. (i) The Shares Securities have been duly authorized for issuance and sale when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to this Agreement will be validly issued. (ii) The Common Stock included in the Units has been duly authorized and, when executed by the Company and countersigned, and issued and paid fordelivered against payment for the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; . (iii) The Warrants included in the Units have been duly authorized and, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment for the Securities by the Underwriters pursuant to this Agreement, will 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. (iv) The shares of Common Stock issuable upon exercise of the Warrants included in the Units have been duly authorized and reserved for issuance and, when issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders thereof of such Common Stock are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares such Common Stock has been duly and validly taken. . (v) The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken certificates for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; and such shares of Common Stock are not in valid 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 (except for any such rights that have been waived)proper form.

Securities Sold Pursuant to this Agreement. The Public Securities, the Offered Shares and the Warrants have been duly authorized for issuance and sale and, when issued and paid forfor as set forth herein, 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock Shares issuable upon exercise of the Representative's Warrant Warrants and the Conversion Shares issuable upon conversion of the Preferred Shares have been duly authorized and such Warrant Shares and Conversion Shares have been reserved for issuance by all necessary corporate action on the part of the Company and and, when paid for and issued in accordance with the Representative's Warrant Warrants and the Representative's agreement evidencing the Warrants (the “Warrant Agreement”) or the Certificate of Designation of Preferences, such shares Rights and Limitations of Common Series A Convertible Preferred Stock (the “Certificate of Designation”), as the case may be. The Warrant Shares and the Conversion 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Placement Agent’s Securities have been duly authorized 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 Shares Public Securities and Placement Agent’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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Placement Agent’s Securities has been duly and validly taken; the shares of Common Stock Shares issuable upon exercise of the Representative's Warrant Pre-Funded Warrants, the Warrants and the Placement Agent’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 the Representative's Securities Purchase Agreement, the Pre-Funded Warrant Certificate, the Warrant Certificate and the Representative's Placement Agent’s Warrant Agreement, as the case may be, such shares of Underlying Common Stock 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; and such shares of Common Stock are not the Public Securities and will not be subject Placement Agent’s Securities conform in all material respects to all statements with respect thereto contained in the preemptive rights of any holders of any security of Registration Statement, the Company or similar contractual rights granted by Pricing Disclosure Package and the Company (except for any such rights that have been waived)Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant Agreement has been duly and validly taken; the shares of Common Stock Shares issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock 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; and such shares of Common Stock 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement and the Representative’s Warrant 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, Agreement such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has Preferred Stock (or, with respect to the Firm Preferred Shares, will have been taken prior to the Closing Date, including the filing of the certificate of designation of the Preferred Stock (the “Certificate of Designation”)), and the Preferred Conversion Shares have been duly and validly taken; the shares of Common Stock issuable upon exercise conversion of the Representative's Warrant Preferred 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 the Representative's Warrant and agreements evidencing the Representative's Warrant AgreementPreferred Stock, such shares of Common Stock Preferred Conversion 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. 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 applicable Stock Lending Agreements and the Deposit Agreement, such ADSs 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. The Public Securities (and the Underlying Shares) and the Representatives’ Shares have been duly authorized for issuance and sale and, when issued and paid forfor (in the case of the ADSs and the Ordinary Shares underlying such ADSs issuable under the ADS Warrants, in accordance with such warrants), 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 Public Securities (and the Underlying Shares) and the Representatives’ Shares 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 (Company, except for any such rights that as have been duly waived); and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities (and the Underlying Shares) and the Representatives’ Shares has been duly and validly taken. The Public Securities (and the Underlying Shares) and the Representatives’ Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived).

Securities Sold Pursuant to this Agreement. (1) The Shares have Common Stock included in the Units has been duly authorized for issuance and sale and, when executed by the Company and countersigned, and 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 Shares 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 (except for any such rights that have been waived)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 Shares time of issuance) has been duly and validly taken. (4) The certificates for the Securities are in valid and sufficient form. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Securities have been duly listed, and admitted and authorized and reserved for issuance by all necessary corporate action trading, subject only to official notice of issuance, on the part of American Stock Exchange, and the Company and when paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, knows of no reason or set of facts which is likely to adversely affect such shares of Common Stock 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; 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 (except for any such rights that have been waived)approval.

Securities Sold Pursuant to this Agreement. The Shares Securities and Respresentative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and Representative’s Securities has been duly and validly taken. The Shares Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.The Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 When paid for and issued in accordance with the Representative's Warrant and ’s Warrant, the Representative's Warrant Agreement, such underlying shares of Common Stock 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; and such 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Securities has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants and Representative's ’s Warrant 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 Representative's Warrants, the warrant agent agreement in the substantially the form annexed hereto as Exhibit A (the “Warrant Agent Agreement”), and the Representative's Warrant Agreement’s Warrant, as the case may be, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company. The Shares, the Warrants and the Representative’s Warrant conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Securities and Placement Agent Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived); and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Securities and Placement Agent Securities has been duly and validly taken; the shares of Common Stock issuable upon exercise of underlying the Representative's Pre-Funded Warrants, the Class A Warrants, the Class B Warrants and the Placement Agent Warrant have has been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for for, if applicable, and issued in accordance with the Representative's Warrant the Pre-Funded Warrants, the Class A Warrants, the Class B Warrants and the Representative's Warrant AgreementPlacement Agent Warrants, as applicable, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required The Warrants Shares and the Conversion Shares have been duly authorized for issuance, will conform in all material respects to be taken the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have been validly reserved for the authorization, future issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of Common Stock issuable will, upon exercise of the Representative's Warrant have been duly authorized Warrants and reserved for issuance by all necessary corporate action on the part payment of the Company and when paid for and issued exercise price thereof in accordance with the Representative's Warrant terms of the Warrants, or upon conversion of the Preferred Shares in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Representative's Warrant AgreementSeries [ ] Convertible Preferred Stock (the “Certificate of Designation”), such shares of Common Stock will as applicable, be validly issued, fully paid and non-assessable; , will not subject to 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 have been issued in violation of or subject to the preemptive or similar rights of any holders of any security to subscribe for or purchase securities of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized for issuance and sale andsale. The Public Shares and Representative’s Shares, when issued and paid for, will be validly issued, fully paid and non-assessable; The holders of the holders thereof Public Securities and Representative’s Securities are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Securities and Respresentative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and Representative’s Securities has been duly and validly taken. The Shares Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required The Securities and Representative’s Securities conform in all material respects to be taken for all statements with respect thereto contained in the authorizationRegistration Statement, issuance the Pricing Disclosure Package and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 Prospectus. When paid for and issued in accordance with the Representative's Warrant and ’s Warrant, the Representative's Warrant Agreement, such underlying shares of Common Stock 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; and such 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable, free and clear of all liens; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities [and Underwriter’s Securities] have been duly authorized 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 Shares Public Securities [and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities has been duly and validly taken. The Shares Public Securities [and Underwriter’s Securities] conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 [When paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Underwriter’s Option Agreement, such shares of Common Stock 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; and such shares of Common Stock 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 (except Company; and all corporate action required to be taken for any such rights that have the authorization, issuance and sale of the Underwriter’s Option Agreement has been waived)duly and validly taken.]

Securities Sold Pursuant to this Agreement. The Shares Securities, and Placement Agent’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to 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 Shares Securities, and the Placement Agent’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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Securities and the Placement Agent’s Securities has been duly and validly taken. The Shares Securities and the Placement Agent’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Placement Agent’s Warrant Agreement and the Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative's Placement Agent’s Warrant Agreement and the Representative's Warrant AgreementWarrants, such shares of Common Stock Warrant 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; and such shares of Common Stock Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement and the Representative’s Warrant 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant Agreement has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, Agreement such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized 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 Shares 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, except as set forth in the Amended and Restated Stock Purchase Agreement dated as of May 14, 2012 by and among the Company and each of the investors listed on Exhibit A-1 and A-2 attached thereto (except for any such rights that have been waivedthe “SPA”); and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 When paid for and issued in accordance with the Representative's Warrant and ’s Warrant, the Representative's Warrant Agreement, such underlying shares of Common Stock 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; and such 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 (except Company; and all corporate action required to be taken for any such rights that have the authorization, issuance and sale of the Representative’s Warrant has been waived)duly and validly taken.

Securities Sold Pursuant to this Agreement. The Shares Firm Securities, the Option Securities and the Representative’s Unit Purchase Option and the shares of Common Stock included in the Series A Units and Series B Units have been duly authorized 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 Shares Public Securities and Representative’s Unit Purchase Option 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Unit Purchase Option has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants (including the Warrants included in the Representative's Warrant ’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 Warrant ’s Unit Purchase Option) and the Warrant Agreement or exercised on a cashless basis as set forth in such Representative's Warrant Agreement’s Unit Purchase Option, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not Public Securities and will not be subject Representative’s Unit Purchase Option conform in all material respects to personal liability by reason of being such holders; all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package 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 (except for any such rights that have been waived)Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forpaid, 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 Shares Public Securities and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and the Representative’s Securities has been duly and validly taken. The Shares Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Pre-Funded Warrants has been duly and validly taken; taken; the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Representative's ’s Warrant (the “Underlying 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 Representative's Warrant and the Representative's Warrant Agreementissued, such shares of Common Stock Underlying Shares will be 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)as validly waived or complied with; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's ’s Warrant has been duly and validly taken; the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative's ’s Warrant 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 Representative's ’s Warrant and the Representative's ’s Warrant Agreement, such shares of Common Stock 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; and such shares of Common Stock 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”) have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to the terms of this Agreement and the Warrant Agreement and the Warrants, 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 Shares 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 (except for any such rights that have been waived)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 Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Pre-Funded Warrant and the Warrant has been duly and validly taken; taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Underlying 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 Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock will be 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Securities has been duly and validly taken; the shares of Common Stock Ordinary Shares issuable upon exercise of the Pre-funded Warrants, the Warrants and the Representative's ’s Warrant (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 the Representative's Pre-funded Warrant Agreement, the Warrant Agreement and the Representative's ’s Warrant Agreement, as the case may be, such shares of Common Stock Underlying 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; and such shares of Common Stock are not the Public Securities and will not be subject Representative’s Securities conform in all material respects to all statements with respect thereto contained in the preemptive rights of any holders of any security of Registration Statement, the Company or similar contractual rights granted by Pricing Disclosure Package and the Company (except for any such rights that have been waived)Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representatives’ Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representatives’ Securities has been duly and validly taken. The Shares Public Securities and Representatives’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 When paid for and issued in accordance with the Representative's ’s Warrant and the Representative's Representatives’ Warrant Agreement, such the underlying shares of Common Stock 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; and such 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 (except Company; and all corporate action required to be taken for any such rights that have the authorization, issuance and sale of the Representatives’ Warrant Agreement has been waived)duly and validly taken.

Securities Sold Pursuant to this Agreement. 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 applicable Stock Lending Agreements and the Deposit Agreement, such ADSs 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. The Public Securities (and the Underlying Shares) and the Representative’s Shares have been duly authorized for issuance and sale and, when issued and paid forfor (in the case of the ADSs and the Ordinary Shares underlying such ADSs issuable under the ADS Warrants, in accordance with such warrants), 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 Public Securities (and the Underlying Shares) and the Representative’s Shares 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 (Company, except for any such rights that as have been duly waived); and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities (and the Underlying Shares) and the Representative’s Shares has been duly and validly taken. The Public Securities (and the Underlying Shares) and the Representative’s Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived).

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the shares of Common Stock issuable upon the exercise of the Pre-funded Warrants (the “Underlying Shares”) have been duly authorized 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 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 (except for any such rights that have been waived)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 Shares Public Securities and the Pre-funded Warrants conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant Pre-funded Warrants has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Representative's Warrant Underlying 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 Representative's Warrant and the Representative's Warrant AgreementPre-funded Warrants, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized for issuance and sale and, when issued and paid for, for in accordance with this Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares 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, except as related to the participation rights pursuant to the certain securities purchase agreements (the “Streeterville Agreements”), dated respectively June 16, 2021, July 16, 2021, and August 19, 2021, by and between the Company and Streeterville Capital, LLC (except for any such rights that have been waived“Streeterville”); and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities has been duly and validly taken. The Shares Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable upon exercise of the Representative's Warrant Pre-Funded Warrants (the “Underlying 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 Representative's Pre-Funded Warrant and the Representative's Warrant AgreementCertificate, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 other rights to subscribe for or to purchase or acquire any securities of any of the Company, or other similar contractual rights granted by rights, or any restriction upon the voting or transfer thereof pursuant to applicable law or the Company’s Articles of Association and Memorandum of Association (collectively, the “Governing Documents”); or any agreement to which the Company (except for any such rights that have been waived)is a party or by which it may be bound; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Representative’s Securities has been duly and validly taken. The Shares Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable upon exercise of the Firm Warrants, Additional Warrants and Representative's ’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company. The issuance and sale of the Public Securities and Representative’s Securities will not obligate the Company and when paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such to issue shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not or other securities to any person or entity 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 result in a right of any holders holder of Company securities to adjust the exercise, conversion, exchange or reset price under any security of the Company or similar contractual rights granted by the Company (except for any such rights that have been waived)securities.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Placement Agent's Securities have been duly authorized 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 the Placement Agent'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 Placement Agent's Securities has been duly and validly taken. The Public Securities and the Placement Agent's Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Pre-Funded Warrants has been duly and validly taken; the Common Shares issuable upon exercise of the Pre-Funded Warrants and the Placement Agent's Warrant (the "Underlying 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, such 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; and such Common 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 (except for any such rights that have been waived); and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the shares of 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 paid for and issued in accordance with the Representative's Warrant and the Representative's Warrant Agreement, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Underwriter’s Securities have been duly authorized 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 Shares Public Securities and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and Underwriter’s Securities has been duly and validly taken. The Shares Public Securities and Underwriter’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Underwriter’s Warrant Agreements has been duly and validly taken; the shares of Common Stock Shares issuable upon exercise of the Representative's Underwriter’s Warrant 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 Representative's Underwriter’s Warrant and the Representative's Underwriter’s Warrant AgreementAgreements, such shares of underlying Common Stock 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; and such shares of underlying Common Stock 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 (except for any such rights that have been waived)Company.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and Representative’s Securities have been duly authorized 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 Shares 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares has been duly Public Securities and validly taken. The Shares conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant ’s Securities has been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants and Representative's ’s Warrant 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 Representative's Company Warrants, the respective warrant agent agreement (the “Warrant Agent Agreement”), and the Representative's Warrant Agreement’s Warrant, as the case may be, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company. The Shares, the Warrants and the Representative’s Warrant conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Securities Sold Pursuant to this Agreement. The Shares Public Securities and the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid forfor in accordance with the Underwriting Agreement and Representative’s Warrant Agreement, 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 Shares Public Securities and 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 (except for any such rights that have been waived)Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares Public Securities and the Representative’s Securities has been duly and validly taken. The Shares Public Securities and the Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Representative's Warrant has been duly and validly taken; the The shares of Common Stock issuable upon exercise of the Representative's ’s Warrant (the “Underlying Shares”) have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company Company; and when paid for and issued in accordance with the Representative's Warrant and the Representative's ’s Warrant Agreement, as applicable, and issued, such shares of Common Stock 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; 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 (except for any such rights that have been waived)Company.