Common use of Selling Shareholder Clause in Contracts

Selling Shareholder. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Common Shares and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders shareholder are those previously issued to the selling shareholdersshareholder, and those issuable to the selling shareholdersshareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Shares Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersshareholder. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20172022, assuming exercise of the warrants held by the selling shareholders shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersshareholder. In accordance with the terms of a registration rights agreement with the selling shareholdersshareholder, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders shareholder in the __________________ “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders shareholder pursuant to this prospectus. Under the terms of the warrants, a the selling shareholder may not exercise the warrants to the extent such exercise would cause such the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders shareholder are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrantsSeries E Preferred Stock and warrants previously owned by the selling shareholder. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Common Shares and Warrantsof Series E Preferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders shareholder have not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20172020, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ “Private Placement of Series E Convertible Preferred Stock” described above, and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series E Preferred Stock and warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.AgEagle Aerial Systems Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to shareholders in connection with the selling shareholders, upon exercise of the warrantsTransaction. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Common Shares and WarrantsShares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsstock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants_. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.Acquisition Corp III, a Delaware corporation Cayman Islands exempted company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders shareholder are those previously issued to the selling shareholdersshareholder, and those issuable to the selling shareholdersshareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Shares Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersshareholder. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20172022, assuming exercise of the warrants held by the selling shareholders shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersshareholder. In accordance with the terms of a registration rights agreement with the selling shareholdersshareholder, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders shareholder in the __________________ “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders shareholder pursuant to this prospectus. Under the terms of the warrants, a the selling shareholder may not exercise the warrants to the extent such exercise would cause such the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders shareholder may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.GeoVax Labs, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders shareholder are those previously issued to the selling shareholdersshareholder, and those issuable to the selling shareholdersshareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Shares Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersshareholder. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20172022, assuming exercise of the warrants held by the selling shareholders shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersshareholder. In accordance with the terms of a registration rights agreement with the selling shareholdersshareholder, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders shareholder in the __________________ “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders shareholder pursuant to this prospectus. Under the terms of the warrants, a the selling shareholder may not exercise the warrants to the extent such exercise would cause such the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.Dermata Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “"Private Placement of Common Shares and Warrants” Shares" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsstock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants_. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.[Playboy Group, Inc.], a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders shareholder are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrantsshareholder. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Common Shares and WarrantsShares” above. We are registering the shares of common stock in order to permit the selling shareholders shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersshareholder. The second column lists the number of shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesstock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersshareholder. In accordance with the terms of a registration rights agreement with the selling shareholdersshareholder, this prospectus generally covers the resale of all of the sum of (i) the number of shares of common stock issued to the selling shareholders shareholder in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right securities purchase agreement, without regard to any limitations on the exercise of the warrantsdated September 4, 2019. The fourth column assumes the sale of all of the shares offered by the selling shareholders shareholder pursuant to this prospectus. Under the terms of the warrants, a The selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholders are those shareholder is that previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrantsshareholder. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Common Shares and WarrantsShares” above. We are registering the shares of common stock in order to permit the selling shareholders shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdersshareholder. The second column lists the number of shares of common stock beneficially owned by each the selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercisesstock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdersshareholder. In accordance with the terms of a registration rights agreement with the selling shareholdersshareholder, this prospectus generally covers the resale of all of the sum of (i) the number of shares of common stock issued to the selling shareholders shareholder in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right securities purchase agreement, without regard to any limitations on the exercise of the warrantsdated December [ ], 2018. The fourth column assumes the sale of all of the shares offered by the selling shareholders shareholder pursuant to this prospectus. Under the terms of the warrants, a The selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Andina II Holdco Corp.Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock ordinary shares being offered by the selling shareholders shareholder are those previously issued to the selling shareholdersshareholder, and those issuable to the selling shareholdersshareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares of common stock and warrants, see “Private Placement of Common Ordinary Shares and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares of common stock and the warrants, the selling shareholders have shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholders shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by each of the selling shareholdersshareholder. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the ordinary shares of common stock and warrants, as of ________, 20172022, assuming exercise of the warrants held by the selling shareholders shareholder on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholdersshareholder. In accordance with the terms of a registration rights agreement with the selling shareholdersshareholder, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares of common stock issued to the selling shareholders shareholder in the __________________ “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders shareholder pursuant to this prospectus. Under the terms of the warrants, a the selling shareholder may not exercise the warrants to the extent such exercise would cause such the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed a specified maximum amount4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants ordinary shares (the “Registrable Securities”) of Andina II Holdco Corp.Virax Biolabs Group Limited, a Delaware corporation Cayman Islands exempted company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.