Common use of Outstanding Securities Clause in Contracts

Outstanding Securities. All issued and outstanding shares of Common Stock of the Company 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 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 outstanding shares of Common Stock conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common StockOrdinary Shares) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 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 outstanding shares of Common Stock authorized Shares conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares securities of Common Stock the Company conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common StockCompany’s securities) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 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 outstanding shares of Common Stock authorized Shares conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Time of Sale Disclosure Package and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of Common Stock Securities conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus. All offers, offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.. EarlyBirdCapital, Inc. ____________, 2012

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company Company, including the Representative’s 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common StockOrdinary Shares) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares of authorized Common Stock conform conforms in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of Common Stock Such securities conform in to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, offers and sales and any transfers of the outstanding shares of Common Stock Ordinary Shares 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 the shares of Common Stock) or such Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 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 outstanding shares of Common Stock Public Shares conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of Common Stock Securities conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus. All offers, offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 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 outstanding authorized shares of Common Stock conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares of Common Stock Public Securities conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such securities, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company issued since February 1, 2010 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 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 outstanding authorized shares of Common Stock conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of authorized Common Stock conform conforms in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares of Common Stock Public Securities conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All The issued and outstanding shares of Common Stock of the Company Founders Shares and Representative’s 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 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 outstanding shares of Common Stock Such securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock of the Company Founders Shares and Representative’s Shares were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common StockFounders Shares and Representative’s Shares) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 issued and outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the issued and outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common StockOrdinary Shares) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration StatementPreliminary Prospectus, the Statutory Prospectus Registration Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws (or, based in part on the representations and warranties of the purchasers of the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 shares of Common Stock 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 Common Stock, preferred stock, and any other securities outstanding shares or to be outstanding upon consummation of Common Stock the Offering conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Pricing Disclosure Package and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares of Common Stock Public Securities conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock of the Company Class A Ordinary Shares and Class B Ordinary Share 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 the shares of Common Stock) or such shares, exempt from such registration requirements.

Outstanding Securities. 2.8.1.1. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common StockOrdinary Shares) or exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 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 outstanding shares of Common Stock Securities conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus. All offers, offers and sales and any transfers of the outstanding shares of Common Stock 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 the shares of Common Stock) or such Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (including, without limitation, the 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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock Ordinary Shares of the Company 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 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 outstanding shares of Common Stock Ordinary Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, offers and sales and any transfers of the outstanding shares of Common Stock Ordinary Shares of the Company were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws (or, based in part on the representations and warranties of the purchasers of the shares of Common Stock) or such Ordinary Shares, exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock 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 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 outstanding authorized shares of Common Stock conform in all material respects to the descriptions thereof all statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , are exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock of the Company 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 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 outstanding shares of Common Stock conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.. EarlyBirdCapital, Inc.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (including, without limitation, the Placement Units and the 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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (including without limitation, the Private 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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in any Preliminary Prospectus, the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (including, without limitation, the Founding Director 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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company as of the effective date 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 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 outstanding shares of authorized Common Stock conform conforms in all material respects to the descriptions thereof all statements relating thereto contained in the Registration StatementPreliminary Prospectus, the Statutory Prospectus Registration Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Act and Securities Act, the applicable state securities or and Blue Sky laws (or, based in part on the representations and warranties of the purchasers of the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock of the Company 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 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 outstanding shares of Common Stock conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.. EarlyBirdCapital, Inc. ____________, 2021

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the CompanyCompany and all corporate action required to be taken for the authorization, issuance and sale of the securities has been duly and validly taken. The outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Prospectus Statement and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock of the Company 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 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 outstanding shares of Common Stock conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.. EarlyBirdCapital, Inc. ________, 2020

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (including, without limitation the Placement Securties) 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 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 outstanding shares of authorized Common Stock conform in conforms to all material respects to the descriptions thereof statements relating thereto contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock of the Company 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 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 outstanding shares of Common Stock conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the shares of Common Stock) or exempt from such registration requirements.. EarlyBirdCapital, Inc. February 3, 2021

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company (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 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 outstanding shares of Common Stock Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, The offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock of the Company 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 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 outstanding shares of Common Stock conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus. All offers, offers and sales and any transfers of the outstanding shares of Common 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 the such shares of Common Stock) or , exempt from such registration requirements.

Outstanding Securities. All issued and outstanding shares of Common Stock securities of the Company 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 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 outstanding shares securities of Common Stock the Company conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding shares of Common Stock 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 (based in part on the representations and warranties of the purchasers of the shares of Common StockCompany’s securities) or exempt from such registration requirements.