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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement.

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Ordinary Shares issuable upon exercise of the Underwriters’ Underwriter’s Warrants (the “Underlying Ordinary Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with such Underwriter’s Warrants or exercised on a cashless basis as set forth in such Underwriter’s Warrants, as the terms of case may be, such securities 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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.

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

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. When issued, the Representative’s Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Securities are enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions.

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

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

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

Securities Sold Pursuant to this Agreement. The 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 terms of this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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 Common Shares issuable upon exercise of the Warrants and the Representative’s Warrant (the “Underlying Common Stock”) have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with such Warrants or the Representative’s Warrant, or exercised on a cashless basis as set forth in such Warrants or Representative’s Warrant, if applicable, as the case may be, such shares of Underlying Common Stock will be validly issued, fully paid and non-assessable.

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares Common Stock issuable upon exercise of the Underwriters’ Warrants (including the Warrants included in the Representative’s Unit Purchase Option) (the “Underlying Common Stock”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with such Warrants (including the terms Warrants included in the Representative’s Unit Purchase Option) or exercised on a cashless basis as set forth in such Warrants, as the case may be, such shares of such securities Underlying 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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.

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Registration Statement, the Pricing Disclosure Package and the Prospectus. The shares of Common Stock underlying the Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the Registration Statement. The Warrant Shares issuable have been validly reserved for future issuance and will, upon exercise of the Underwriters’ Warrants have been reserved for issuance upon and payment of the exercise price thereof and, when issued in accordance with the terms of such securities will the Warrants, 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 all corporate action required preemptive or similar rights to be taken subscribe for the authorization, issuance and sale or purchase securities of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration StatementCompany.

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Public Securities and Underwriters’ Securities have been duly authorized for issuance and sale and, when issued and paid forfor pursuant to the terms hereof, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Underwriters’ Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company that have not been waived or otherwise have lapsed without exercise; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities and Underwriters’ Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When paid for and issued in accordance with the Underwriters’ Warrants, the underlying Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the underlying Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities Underwriters’ Warrants has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement.

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

Securities Sold Pursuant to this Agreement. The 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 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 that have not been waived as of the date of this Agreement; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Statutory Prospectus and the Prospectus. When paid for and issued in accordance with the Representative’s Purchase Options, the Representative’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; 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; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities Representative’s Purchase Options has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement.

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

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

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

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The 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; 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 conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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 shares of Common Stock underlying the Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have been validly reserved for future issuance and will, upon exercise of the Warrants and payment of the exercise price thereof in accordance with the terms of the Warrants, be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities and Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriters’ Warrants (including the Warrants included in the Representative’s Unit Purchase Option) and conversion of the Preferred Shares (the “Underlying Common Stock”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with such Warrants (including the terms Warrants included in the Representative’s Unit Purchase Option) or exercised on a cashless basis as set forth in such Warrants, as the case may be, or upon conversion of the Preferred Shares, such securities 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 to personal liability by reason of being such holders; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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.

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

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary ProspectusRegistration Statement, the Prospectus Disclosure Package and the Registration StatementProspectus. The Warrant All corporate action required to be taken for the authorization, issuance and sale of the 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 Underwriters’ Warrants Preferred Stock have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of agreements evidencing the Preferred Stock, such securities 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 all corporate action required such shares of Common Stock are not and will not be subject to be taken for the authorization, issuance and sale preemptive rights of any holders of any security of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in Company or similar contractual rights granted by the Registration StatementCompany.

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriters’ Warrants included in the Public Securities (the “Underlying Common Stock”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when issued in accordance with the terms such Warrants, such shares of such securities Underlying 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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.

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Public 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 Public 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; and all corporate action required to be taken for the authorization, issuance and sale of the Public Shares and Representative’s Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares Common Stock issuable upon exercise of the Underwriters’ Representative’s Warrants have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when issued in accordance with the terms of such securities Representative’s Warrants, such 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Shares 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.

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

Securities Sold Pursuant to this Agreement. The Public Common Stock and the 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 Public Common Stock and the Placement Agent Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all . All corporate action required to be taken for the authorization, issuance and sale of the Public Common Stock and the Placement Agent Securities has been duly and validly taken. The Public ; the Common Stock included within the Placement Agent Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof andpart of the Company and when paid for, when if applicable, and issued in accordance with the terms of such securities Placement Agent Warrant, 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities and the Placement Agent 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 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 Public Securities and Representative’s Securities are not and will not be subject to the preemptive pre-emptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Ordinary Shares issuable upon exercise of the Underwriters’ Pre-funded Warrants, the Warrants and the Representative’s Warrant (the “Underlying Ordinary Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms of Pre-funded Warrant Agreement, the Warrant Agreement and the Representative’s Warrant Agreement, as the case may be, such securities 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 all corporate action required to be taken for the authorization, issuance Public Securities and sale of the Warrant Securities has been duly and validly taken. The Warrant 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.

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriters’ Warrants or upon conversion of the Preferred Shares included in the Public Securities (the “Underlying Common Stock”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when issued in accordance with the terms such Warrants or Preferred Shares, such shares of such securities Underlying 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant 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.

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary ProspectusRegistration Statement, the Prospectus Pricing Disclosure Package and the Registration StatementProspectus. The Warrant Shares All corporate action required to be taken for the authorization, issuance and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Underwriters’ Warrants have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with the terms agreements evidencing the Warrants (each, a “Warrant Agreement,” and, collectively, the “Warrant Agreements”), such shares of such securities 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 all corporate action 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 under the rules and regulations of the Commission or any other applicable law is required to be taken for the authorization, issuance Company to issue and sale of deliver the Warrant Public Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration StatementUnderwriters.

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement.. When issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus Pre-Funded Warrant Shares and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof andShares, when issued in accordance with the terms of such securities the Transaction Documents, 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 all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement. No approval of the stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for the Company to issue and deliver the Securities to the Purchasers.

Securities Sold Pursuant to this Agreement. The 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 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 Preliminary ProspectusRegistration Statement, the Prospectus Disclosure Package and the Registration StatementProspectus. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriters’ Warrants Representative’s Warrant (the “Underlying Shares”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof andpart of the Company and when paid for and issued, when issued in accordance with the terms of such securities 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 all corporate action required such shares of Common Stock are not and will not be subject to be taken for the authorization, issuance and sale preemptive rights of any holders of any security of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in Company or similar contractual rights granted by the Registration StatementCompany.

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

Securities Sold Pursuant to this Agreement. The Public Securities Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and fully paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable; the Warrants which may be sold hereunder by the Company have been duly authorized for issuance and sale by the Company and, when executed, issued and delivered and fully paid forfor in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity; the Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be validly issued, fully paid and non-assessablenonassessable; the holders thereof are not Securities and will not be subject to personal liability by reason of being such holders; the Public Securities Warrant Shares are not and will not be subject to the preemptive or registration rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable upon exercise of the Underwriters’ Warrants have been reserved for issuance upon the exercise thereof and, when issued in accordance with the terms of such 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; and all corporate action required to be taken for the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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

Securities Sold Pursuant to this Agreement. The 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 Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares issuable When issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the Underwriters’ Warrants have been reserved respective exercise prices therefor, the number and type of securities of the Company called for issuance upon the exercise thereof and, when issued thereby in accordance with the terms of thereof and such securities will be validly issuedRepresentative’s Purchase Option, fully paid the Representative’s Warrants and non-assessable; the holders thereof Warrants are not and will not be subject to personal liability by reason of being such holders; and all corporate action required to be taken for enforceable against the authorization, issuance and sale of the Warrant Securities has been duly and validly taken. The Warrant Securities conform Company in all material respects to all statements accordance with respect thereto contained in the Registration Statementtheir respective terms.

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

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

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

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

Securities Sold Pursuant to this Agreement. The Public Firm Securities and the Option 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 holders thereof are not and will not be subject to personal liability by reason of being such holdersCompany; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in ; the Preliminary Prospectus, the Prospectus and the Registration Statement. The Warrant Shares shares of Common Stock issuable upon exercise of the Underwriters’ Warrants (the “Underlying Common Stock”) have been duly authorized and reserved for issuance upon by all necessary corporate action on the exercise thereof and, part of the Company and when paid for and issued in accordance with such Warrants and the Warrant Agreement or exercised on a cashless basis in accordance with the terms of such securities Warrants and the Warrant Agreement, as the case may be, such Underlying Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders; and all corporate action required to be taken for the authorization, issuance and sale description of the Warrant Public Securities has been duly and validly taken. The Warrant Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, insofar as such description purports to summarize the provisions of law related to the Public Securities, constitutes an accurate summary thereof in all material respects.

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

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

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

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