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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Securities has been duly and validly taken. The Common Stock underlying the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent Warrants, such Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. When issued, the Representative’s Securities will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Securities are enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions.

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

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

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

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

Securities Sold Pursuant to this Agreement. The Public Securities and Placement Agent the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Placement Agent Representative’s Securities are not and will not be subject to the preemptive pre-emptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Placement Agent Representative’s Securities has been duly and validly taken. The ; the Common Stock underlying Shares issuable upon exercise of the Placement Agent Pre-Funded Warrants, the Warrants and the Representative’s Warrant (the “Underlying Common Shares”) have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, for and issued in accordance with the Placement Agent WarrantsPre-Funded Warrant Certificate, the Warrant Agreement and the Representative’s Warrant Agreement, as the case may be, such Underlying Common Stock Shares will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The ; and the Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent the Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent the Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent the Representative’s Securities has been duly and validly taken. The Common Stock underlying the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent Warrants, such Common Stock will be validly issued, fully paid and non-assessable; Securities and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The shares of Common Stock underlying the Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and have been validly reserved for future issuance and will, upon exercise of the Warrants and payment of the exercise price thereof in accordance with the terms of the Warrants, be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company.

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

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

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

Securities Sold Pursuant to this Agreement. The Public Securities and Placement Agent Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Placement Agent Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company that have not been waived as of the date of this Agreement; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Public Securities and Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Statutory Prospectus and the Prospectus. When paid for and issued in accordance with the Representative’s Purchase Options, the Representative’s Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative’s Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Securities Representative’s Purchase Options has been duly and validly taken. The Common Stock underlying the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent Warrants, such Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Securities Shares have been duly authorized for issuance and sale and, when issued and paid fordelivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities Shares and Placement Agent Securities the Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities Shares and Placement Agent Securities the Warrants has been duly and validly taken. The Common Stock underlying Shares and the Placement Agent Warrants conform in all material respects to all statements with respect thereto contained in the Subscription Documents. All corporate action required to be taken for the authorization, issuance and sale of the Warrants has been duly and validly taken; the Warrant Shares have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, for and issued upon exercise in accordance with the Placement Agent Warrants, such shares of Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in all material respects ; and such shares of Common Stock will not be subject to all statements with respect thereto contained in the Registration Statement, preemptive rights of any holders of any security of the Disclosure Package and Company or similar contractual rights granted by the ProspectusCompany.

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

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

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

Securities Sold Pursuant to this Agreement. The Public Securities and Placement Agent Representatives’ Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and Placement Agent Representatives’ Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Securities has been duly and validly taken. The Common Stock underlying Public Securities and Representatives’ Securities conform in all material respects to all statements with respect thereto contained in the Placement Agent Warrants have been duly authorized and reserved Registration Statement. When paid for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent Representatives’ Warrants, such Common Stock the underlying Shares will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in ; the underlying Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all material respects corporate action required to all statements with respect thereto contained in be taken for the Registration Statementauthorization, issuance and sale of the Disclosure Package Representatives’ Warrants has been duly and the Prospectusvalidly taken.

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

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

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

Securities Sold Pursuant to this Agreement. The Public Securities and Placement Agent Representative’s Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Securities has been duly and validly taken. The Common Stock underlying Public Securities and the Placement Agent Warrants have been duly authorized and reserved Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When paid for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent WarrantsRepresentative’s Option Agreement, such Common Stock the underlying Shares will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in ; the underlying Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all material respects corporate action required to all statements with respect thereto contained in be taken for the Registration Statementauthorization, issuance and sale of the Disclosure Package Representative’s Option Agreement has been duly and the Prospectusvalidly taken.

Securities Sold Pursuant to this Agreement. The Securities Shares and Placement Agent Representative’s Securities have been duly authorized for issuance and sale. Upon the sale andand delivery to the Underwriters of the shares of Common Stock, when issued and paid forpayment therefor, pursuant to this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable, and persons in whose names the shares of Common Stock are registered will be entitled to the rights specified in the shares of Common Stock, and the Underwriters will acquire good, marketable and valid title to such Shares in the form of shares of Common Stock, free and clear of all pledges, liens, security interests, charges, claims, or encumbrances of any kind; and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities Shares and Placement Agent Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities Shares and Placement Agent Representative’s Securities has been duly and validly taken. The ; the Common Stock underlying issuable upon exercise of the Placement Agent Representative’s Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent such Representative’s Warrants, such Common Stock will be validly issued, fully paid and non-assessable; . The Shares and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Representative’s Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus.

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Securities has been duly and validly taken. The Common Stock underlying Pre-Funded Warrant Shares and the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and Warrant Shares, when paid for, if applicable, and issued in accordance with the Placement Agent Warrantsterms of the Transaction Documents, such Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package Base Prospectus, the Time of Sale Prospectus and the ProspectusProspectus Supplement. No approval of the stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for the Company to issue and deliver the Securities to the Purchasers.

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

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

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

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

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

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

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Public Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Public Securities has been duly and validly taken. The Common Stock underlying the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent Warrants, such Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Preferred Stock (or, with respect to the Firm Preferred Shares, will have been taken prior to the Closing Date, including the filing of the certificate of designation of the Preferred Stock (the “Certificate of Designation”)), and the Preferred Conversion Shares have been duly and validly taken; the shares of Common Stock issuable upon conversion of the Preferred Stock have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the agreements evidencing the Preferred Stock, such Preferred Conversion Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.

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

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Securities has been duly and validly taken. The Common Stock underlying the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent Warrants, such Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued, the Disclosure Package Representative’s Purchase Option, the Representative’s Warrants and the Prospectus.Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative’s Purchase Option, the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,

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

Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Public Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and Placement Agent Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Warrants have been duly and validly taken; the shares of Common Stock underlying issuable upon exercise of the Placement Agent Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, for and issued in accordance with the Placement Agent Warrantsagreements evidencing the Warrants (each, a “Warrant Agreement,” and, collectively, the “Warrant Agreements”), such shares of Common Stock will be validly issued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The No approval of the stockholders of the Company under the rules and regulations of the Commission or any other applicable law is required for the Company to issue and deliver the Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the ProspectusUnderwriters.

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

Securities Sold Pursuant to this Agreement. The Securities Common Stock and the Placement Agent Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities Common Stock and the Placement Agent Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all . All corporate action required to be taken for the authorization, issuance and sale of the Securities Common Stock and the Placement Agent Securities has been duly and validly taken. The ; the Common Stock underlying included within the Placement Agent Warrants Securities have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for, if applicable, and issued in accordance with the Placement Agent WarrantsWarrant, such Common Stock will be validly issued, fully paid and non-assessable; . The Securities and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Placement Agent Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.