Common use of Securities Sold Clause in Contracts

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, Representative’s Rights and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Representative’s Purchase Option and the Representative’s Warrants and upon payment the conversion of the consideration thereforRepresentative’s Rights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, Representative’s Rights and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option, the Representative’s Rights and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public the 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforIssuance Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public the 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforRepresentative Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, Representative’s Rights and Representative’s Warrants, and such Representative’s Purchase Option, Representative’s Rights and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option, the Representative’s Rights and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities Shares underlying the Units, Rights, Warrants, the Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, the Warrant Agreement, the Representative’s Purchase Option and the Rights Agreement, as applicable, will be validly issued, and the Ordinary Shares will be 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 . The Public Securities and the Representative’s Purchase Option, and the 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 . All corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Purchase Option, and the underlying securities, has been duly and validly taken. The form of certificates for the Public Securities conform to and the corporate law of Representative’s Purchase Option, and the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities underlying securities, conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Units, the Units Warrants, the Rights, the Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants, and the underlying securities, will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, Representative’s Rights, and Representative’s Warrants, and such Representative’s Purchase Option, Representative’s Rights, and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Rights, and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option, the Representative’s Rights and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Rights will constitute valid and binding obligations of the Company to issue and deliver issue, upon conversion thereof, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants the Rights, and the Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforIssuance Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Representative’s Purchase Option and the Units Representative’s Rights will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Purchase Option and Representative’s Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise shares of Common Stock underlying the Public Warrants Representative’s Purchase Option and the Representative’s Rights have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment the conversion of the consideration thereforRepresentative’s Rights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and issued, will be fully paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option and Representative’s Warrants, and such Representative’s Purchase Option and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of Class A Common Stock underlying the Public Warrants Representative’s Securities have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, Representative’s Rights and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of Common Stock underlying the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option, the Representative’s Rights and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants Purchase Option and Warrant, respectively, upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforand, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver sell, upon exercise thereof and payment of the exercise price therefor if required, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of Common Stock underlying the Public Warrants have has been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforWarrants, and and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have Class A Ordinary Shares underlying the Units and the Warrants been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement and the Warrant Agreement, as applicable, will be validly issued, and the Ordinary Shares will be 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 . The Public Securities and the 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 . All corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has Securities, and the underlying securities, have been duly and validly taken. The form of certificates for Public Securities, and the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities underlying securities, conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Units, the Units Warrants, and their underlying securities, will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and upon payment of the consideration thereforWarrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, and the amended and restated memorandum and articles of association of the Company (as applicable), and upon registration in the register of members of the Company (as applicable), will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants Rights included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise conversion of the Public Warrants Rights have been reserved for issuance upon the exercise conversion of the Public Warrants and upon payment of the consideration therefor, Rights and when issued and delivered in accordance with the terms thereof and the Warrant Rights Agreement (as defined in Section 2.23) ), and the amended and restated memorandum and articles of association of the Company (as applicable), and upon registration in the register of members of the Company (as applicable), such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public the 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforRepresentative’s Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Underwriters’ Purchase Option, the Underwriters’ Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Underwriters’ Purchase Option, the Underwriters’ 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Underwriters’ Purchase Option, the Underwriters’ Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of Underwriters’ Purchase Option, the consideration thereforUnderwriters’ Warrants, and the Warrants, respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public the 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants Share Rights included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants Share Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise conversion of the Public Warrants Share Rights have been reserved for issuance upon the exercise conversion of the Public Warrants and upon payment of the consideration therefor, Share Rights and when issued and delivered in accordance with the terms thereof and the Warrant Rights Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities Shares underlying the Units, the Rights, the Warrants, the Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, the Warrant Agreement, the Representative’s Purchase Option and the Rights Agreement, as applicable, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; . The Public Securities and the Public 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 . All corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Securities has been duly and validly taken. The form of certificates for the Public Securities conform to and the corporate law of the jurisdiction of the CompanyRepresentative’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Units, the Units Warrants, the Rights, the Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants, and the underlying securities, will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities and the Representative Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Representative 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 actions required to be taken for the authorization, issuance and sale of the Public Securities has and the Representative Shares have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Rights will constitute valid and binding obligations of the Company to issue and deliver issue, upon conversion thereof, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants the Rights, and the Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforIssuance Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Underwriters’ Purchase Option, the Underwriters’ Warrants, the Warrants included in and the Units Rights will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Underwriters’ Purchase Option, the Underwriters’ Warrants, the Warrants, the Underwriters’ Rights and the Rights 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 foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Underwriters’ Purchase Option, the Underwriters’ Warrants, the Warrants, the Underwriters’ Rights and the Rights have been reserved for issuance upon the exercise of the Public Warrants Underwriters’ Purchase Option, the Underwriters’ Warrants, the Warrants, the Underwriters’ Rights and upon payment of the consideration thereforRights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Representative’s Purchase Option and the Units Representative’s Rights will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Purchase Option and Representative’s Rights, 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Warrants Representative’s Purchase Option and the Representative’s Rights have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRepresentative’s Rights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities Shares underlying the Units, Rights, Warrants, the Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, the Warrant Agreement, the Representative’s Purchase Option and the Rights Agreement, as applicable, will be validly issued, and the Ordinary Shares will be 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 . The Public Securities and the Representative’s Purchase Option, and the 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 . All corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative’s Purchase Option, and the underlying securities, has been duly and validly taken. The form of certificates for the Public Securities conform to and the corporate law of Representative’s Purchase Option, and the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities underlying securities, conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus, as the case may be. When paid for and issued, the Public Units, the Warrants, the Rights, the Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Purchase Option and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Underwriters’ Purchase Option, the Underwriters’ Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Underwriters’ Purchase Option, the Underwriters’ 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Underwriters’ Purchase Option, the Underwriters’ Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Underwriters’ Purchase Option, the Underwriters’ Warrants and upon payment of the consideration thereforWarrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in and the Units Rights will constitute valid and binding obligations of the Company to issue and deliver 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 thereof, and such Public Warrants and Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Warrants and the Rights have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforRights, and when issued and delivered in accordance with the terms thereof of the Warrants and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares Rights, 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 Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants 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 foreign, 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. The Ordinary Shares issuable upon exercise conversion of the Public Warrants warrants have been reserved for issuance upon the exercise conversion of the Public Warrants and upon payment of the consideration therefor, warrants and when issued and delivered in accordance with the terms thereof and the Warrant Warrants Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Representative’s Securities will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Securities 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 foreign, 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. The Ordinary Class A Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Rights, and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option, the Representative’s Rights and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforWarrants, and and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option and Representative’s Warrants, and such Representative’s Purchase Option and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of Common Stock underlying the Public Representative’s Purchase Option and the Representative’s Warrants have has been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities and the Issuance Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Issuance 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 actions required to be taken for the authorization, issuance and sale of the Public Securities has and the Issuance Shares have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Rights will constitute valid and binding obligations of the Company to issue and deliver issue, upon conversion thereof, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Public Warrants the Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforIssuance Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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 shares issuable upon conversion of the Rights have been duly authorized and reserved, and when issued and paid for in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and Warrant upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be 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 . The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all . All corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Units, the shares of Common Stock, the Warrants included in and the Units Rights, and the underlying securities, will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Representative’s Purchase Option and the Units Rights will constitute valid and binding obligations of the Company to issue and deliver 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 thereof, and such Public Warrants Representative’s Purchase Option and the Rights 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 foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants Representative’s Purchase Option and the Rights have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Rights and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Purchase Option, Representative’s Rights, and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Rights, and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option, the Representative’s Rights and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units and Rights will constitute valid and binding obligations of the Company to issue and deliver 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 thereof, and such Public Warrants and Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise shares of Common Stock underlying the Public Warrants and Rights have been reserved for issuance upon the exercise of the Public Warrants and upon payment of Rights, as the consideration thereforcase may be, and and, when issued and delivered in accordance with the terms thereof of the Warrants and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares Rights, 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 Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public the 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforRepresentative’s Shares, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares hereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants, the Rights and the Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, the Representative’s Warrants, the Rights 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants, the Rights and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of Representative’s Purchase Option, the consideration thereforRepresentative’s Warrants, and the Warrants, respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Rights will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public Warrants Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Warrants Rights have been reserved for issuance upon the exercise conversion of the Public Warrants and upon payment of the consideration thereforRights, and when issued and delivered in accordance with the terms thereof and the Warrant Right Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Representative’s Securities will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Securities 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 foreign, 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. The Ordinary Class A Shares issuable upon exercise of underlying the Public Warrants Representative’s Purchase Option and the Representative’s Rights have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRepresentative’s Rights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and Warrant upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.. , 2008

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units Representative’s Securities will constitute valid and binding obligations of the Company to issue and deliver 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 Public Warrants Representative’s Securities 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 foreign, 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. The Ordinary Class A Shares issuable upon exercise of underlying the Public Representative’s Purchase Option, the Representative’s Warrants and the Representative’s Rights have been reserved for issuance upon the exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and upon payment of the consideration thereforRepresentative’s Rights, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of Representative’s Purchase Option, the consideration thereforRepresentative’s Warrants, and the Warrants, respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Underwriters’ Purchase Option, the Underwriters’ Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Underwriters’ Purchase Option, Underwriters’ 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Underwriters’ Purchase Option, the Underwriters’ Warrants and the Warrants have been reserved for issuance upon the exercise of the Public respective Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option and the Representative’s Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option and Representative’s Warrants, and such Representative’s Purchase Option and Representative’s 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Representative’s Purchase Option and the Representative’s Warrants have been reserved for issuance upon the exercise of the Public Warrants Representative’s Purchase Option and upon payment of the consideration thereforRepresentative’s Warrants, and respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this AgreementAgreement and the Charter Documents and upon registration in the register of members of the Company, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities and the Underwriter Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Underwriter 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 actions required to be taken for the authorization, issuance and sale of the Public Securities has and the Underwriter Shares have been duly and validly taken. The form of certificates for Securities and the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities Underwriter Shares conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants, and the Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants, and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of Representative’s Purchase Option, the consideration thereforRepresentative’s Warrants, and the Warrants, respectively, and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representatives’ Purchase Option, the Representatives’ Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representatives’ Purchase Option, Representatives’ 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representatives’ Purchase Option, the Representatives’ Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and Warrant upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of Maxim Group LLC , 2007 Page 11 of 48 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 form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and Warrant upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and of the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares Warrants, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public respective Warrants and upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has Maxim Group LLC , 2007 Page 11 of 45 been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and Warrant upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public respective Warrants and upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof 27787721v.1 all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver sell, upon exercise thereof and payment of the exercise price therefor if required, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of Common Stock underlying the Public Warrants have has been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforWarrants, and and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive pre-emptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, (y) the Public Warrants included in the Units will constitute valid and binding obligations of the Company to issue and deliver sell, upon exercise thereof and payment of the exercise price therefor if required, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and (z) the Rights will constitute valid and binding obligations of the Company to issue and sell, and the number and type of securities of the Company called for thereby in accordance with the terms thereof, such Public Warrants and Rights 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 foreign, 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. The Ordinary Shares Common Stock underlying the Warrants and issuable upon exercise of with respect to the Public Warrants have Rights has been reserved for issuance upon the exercise of the Public Warrants and upon payment of with respect to the consideration thereforRights, and and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. Placement Securities. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement 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 actions required to be taken for the authorization, issuance and sale of the Placement Securities have been duly and validly taken. When paid for and issued, the Public Warrants included in the Units Placement Rights will constitute valid and binding obligations of the Company to issue and deliver 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 thereof, and such Public Warrants Placement Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of underlying the Public Warrants Placement Rights have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforPlacement Rights and, and when issued and delivered in accordance with the terms thereof and of the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares Placement Rights, 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.

Securities Sold. The Public Securities Ordinary Shares underlying the Units and the Rights have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement and the Rights Agreement, as applicable, will be validly issued, and the Ordinary Shares will be 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 . The Public Securities and the 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 . All corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has Securities, and the underlying securities, have been duly and validly taken. The form of certificates for Public Securities, and the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities underlying securities, conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in Units, the Units Rights, and their underlying securities, will constitute valid and binding obligations of the Company to issue and deliver 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 Public 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares 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.

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants Option and Warrant, respectively, upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.. _________ __, 2008

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Representative’s Purchase Option, the Representative’s Warrants included in and the Units Warrants will constitute valid and binding obligations of the Company to issue and deliver 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 Public Representative’s Purchase Option, 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 foreign, 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. The Ordinary Shares issuable upon exercise of the Public Representative’s Purchase Option, the Representative’s Warrants and the Warrants have been reserved for issuance upon the exercise of the Public Warrants and Warrant upon payment of the consideration therefortherefore, and when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) such Ordinary Shares thereof, 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.. March [ ], 2008

Securities Sold. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreementfor, will be validly issued, and the Ordinary Shares will be fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action actions required to be taken for the authorization, issuance and sale of the Public Securities has have been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof all statements with respect thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Public Warrants included in and the Units Rights will constitute valid and binding obligations of the Company to issue and deliver sell, upon exercise thereof and payment of the exercise price therefor if required, the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Public Warrants and Rights 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 foreign, 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. The Ordinary Shares issuable upon exercise of Common Stock underlying the Public Warrants have and Rights has been reserved for issuance upon the exercise of the Public Warrants and upon payment of the consideration thereforRights, and and, when issued and delivered in accordance with the terms thereof and the Warrant Agreement (as defined in Section 2.23) of such Ordinary Shares securities, 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.