Common use of Outstanding Securities Clause in Contracts

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by date of this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Common Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Common Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities capital stock of the Company conform conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus. All The offers and sales and any transfers of the outstanding securities capital stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities Common Stock of the Company conform conforms in all material respects to all statements relating thereto contained in the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus and the ProspectusRegistration Statement. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Units and the Additional Placement Units) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, all offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Warrants) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Common Stock and outstanding securities of the Company Warrants conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Shares and the Additional Placement Shares) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, all offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesOrdinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock and outstanding securities of the Company Preferred Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock and Preferred Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiescapital stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessablepaid; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock and other outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable foreign or state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock and outstanding securities of the Company preferred stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Base Prospectus, the Time of Sale Preliminary Prospectus and the ProspectusProspectus Supplement. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities common shares of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Units and the Additional Placement Units) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, all offers and sales and any transfers of the outstanding securities shares of the Company Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company ordinary share conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company ordinary shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained or incorporated by reference in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities Common Stock of the Company conform conforms in all material respects to all statements relating thereto contained in the Registration StatementPricing Disclosure Package, the Sale Preliminary Prospectus and the ProspectusRegistration Statement. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and, with respect to all issued and outstanding shares of capital stock of the Company, are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or preemptive rights with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Units and the Additional Placement Units) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, all offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesOrdinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesPublic Securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesOrdinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Preferred conform in all material respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Preliminary Prospectus Information and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Preferred Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights right of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or “Blue Sky Sky” laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Common Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Common Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky "blue sky" laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Shares and the Additional Placement Shares) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company Class A Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesClass A Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders no holder thereof have no has any rights of rescission with respect thereto, and are is not subject to personal liability by reason of being such holdersholder; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock and Placement Securities were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessablepaid; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Class A ordinary share conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Class A ordinary share were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws orSecurities Act, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock and other outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable foreign or state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.. Aegis Capital Corp. May [●], 2017

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized issued and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Prospectus with respect to the offers and sales and any transfers of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesCommon Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities share capital of the Company conform conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesthe outstanding Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Offering Statement, the Sale Preliminary Prospectus Pricing Disclosure Materials and the ProspectusFinal Offering Circular. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability solely by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and, with respect to all issued and outstanding shares of capital stock of the Company, are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or “Blue Sky Sky” laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities). The table of principal shareholders contained in the Registration Statement, exempt from such registration requirementsthe Statutory Prospectus and the Prospectus discloses all record and beneficial holders of the Company’s securities in compliance with the Act and the rules and regulations promulgated thereunder.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Common Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Common Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized issued and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of Common Stock (including, without limitation, the Company Placement Securities) were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws orlaws, based in part on the representations and warranties of the purchasers of such securities, or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or similar rights with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable foreign securities laws, state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company ordinary share conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company ordinary share were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessablepaid; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company ordinary shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company ordinary shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Preferred Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Preferred Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and the outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Securities and the Sponsor Warrant Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding Such securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or similar rights with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company ADSs were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, thereto and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock and outstanding securities of the Company Preferred Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock and Preferred Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesPublic Securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessablepaid; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company ordinary share conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company ordinary share were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws orSecurities Act, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus. All offers and offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or “Blue Sky Sky” laws or, or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements).

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessableassessable ; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares and outstanding securities of the Company ADSs conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of Ordinary Shares and the Company ADSs were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform Ordinary Shares conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable foreign securities laws, state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package, and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of Placement Securities conform to the Company conform in all material respects to all statements relating thereto descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the Placement Securities and all other outstanding shares of Common Stock or other securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Securities and the Additional Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times issued in compliance with Israeli law and either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky "blue sky" laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Warrants) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Public Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock, Company preferred stock and other outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the ProspectusFinal Offering Circular. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesOrdinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Class A ordinary share conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Class A ordinary share were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesShares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement and any Terms Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the any Permitted Free Writing Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Shares and outstanding all other Company securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock, Company preferred stock and other outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the ProspectusDisclosure Package. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock and outstanding securities of the Company Preferred Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesPublic Securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to (including, without limitation, the transactions contemplated by this Agreement Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of Public Securities conform to the Company conform in all material respects to all statements relating thereto descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Except with respect to the Placement Securities, the offers and sales and any transfers of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesshares of Common Stock, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and the Time of Sale Prospectus, all offers and sales and any transfers of the outstanding securities of the Company ordinary shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesordinary shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Shares and outstanding securities of the Company Warrants conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability solely by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities shares of the Company Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the Company’s outstanding securities securities, including the outstanding shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiessecurites, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities share capital of the Company conform conforms in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securitiesthe outstanding Ordinary Shares , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Public Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Common Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and are validly issued and are issued, fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all the statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessablepaid; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Securities and outstanding all other Company securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities shares of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized Common Shares and other outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Common Shares were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company Public Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus. All The offers and sales and any transfers of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky “blue sky” laws or, based in part on the representations and warranties of the purchasers of such securitiesshares, exempt from such registration requirements.