Common use of Securities Sold Clause in Contracts

Securities Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be. The Common Stock underlying the Warrants has been reserved for issuance upon the exercise of the Warrants, and, when issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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

Securities Sold. The shares of Common Stock that are or underlie the Public Securities have been duly authorized and reserved for issuance and when issued and paid forfor in accordance with, as applicable, this Agreement, the Rights Agreement and the 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 Public Securities and the Securities underlying securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all . All corporate actions required to be taken for the authorization, issuance and sale of the Public Securities and the underlying securities, have been duly and validly taken. The Securities Public Securities, and the underlying securities, conform in all material respects to all statements with respect thereto the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus Prospectus, and the Prospectus, as the case may be. The Common Stock underlying When issued, the Warrants has been reserved for issuance upon Units, the exercise of Rights, the Warrants, andand the underlying securities, when issued will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms of such securities, will be duly thereof and validly authorized, validly issued, fully paid and non-assessable; are enforceable against the holders thereof are not and will not be subject to personal liability by reason of being such holdersCompany in accordance with their respective terms.

Securities Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be. The Common Stock Class A Ordinary Shares underlying the Warrants has Rights have been reserved for issuance and upon the exercise conversion of the WarrantsRights, and, when issued in accordance with the terms of the Rights thereunder, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such securitiesholders. The Issuance Shares, when issued in accordance with the terms hereof, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be. The Common Stock underlying the Warrants has been reserved for issuance upon the exercise of the Warrants, and, when issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-non- assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Securities Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be. The Common Stock underlying the Warrants and Rights has been reserved for issuance upon the exercise of the WarrantsWarrants and Rights, and, when issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders.