Common use of Placement Securities Clause in Contracts

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, 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.

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Private Placement Shares have been duly and validly authorized, validly issued and upon payment therefor, 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 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, such Placement 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 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance upon the exercise of the Placement Warrants and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of membersWarrants, 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.

Placement Securities. 2.7.3.1 The Private Placement Units, the Placement Warrants included in and the Private warrants underlying the Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Placement Shares and the shares of Common Stock issuable upon exercise of the Private Placement Warrants included in warrants underlying the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Units, the Placement Warrants included in or the Private warrants underlying the Placement Units and registered in the Company’s register of membersUnits, respectively, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in When paid for and issued, the Private Placement 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, thereof and are, or will be, such Placement Units 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for delivered in accordance with the terms of thereof and the Private Placement Warrants included Warrant Agreement (as defined in the Private Placement Units and registered in the Company’s register of members, Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in Units and the Private Placement Units Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Private Placement Shares have been duly and validly authorized, validly issued and upon payment therefor, 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 Ordinary Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute constitute, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of membersWarrants, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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 Ordinary Shares included in the Placement Units are duly and validly authorized, validly issued and 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.

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 Placement Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, duly authorized and when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of membersthis Agreement, 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 Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved for issuance and, when issued and delivered in accordance with the terms of the Placement Units and Warrants Agreement (as defined in Section 2.23), such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in the and Option Private Placement Units Warrants, if any, constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants included in and the Option Private Placement Units Warrants, if any, have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in and the Option Private Placement Units Warrants, if any, and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, duly authorized and when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of membersthis Agreement, 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 Ordinary Shares issuable upon conversion of the Share Rights included in the Placement Units have been reserved for issuance and, when issued and delivered in accordance with the terms of the Placement Units and Rights Agreement, such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants included in underlying the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in underlying the Private Placement Units and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. The Private Placement Warrants included in Units and the Private Placement Units Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Private Placement Shares have been duly and validly authorized, validly issued and upon payment therefor, 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 Ordinary Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in and the Private Placement Units Underwriter Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: 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 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 Private Placement Warrants included in and the Private Placement Units Underwriter Warrants have been reserved for issuance upon the exercise and, when issued and paid for in accordance with the terms of the Private Placement Warrants, the Underwriter Warrants included in and the Private Placement Units Warrant Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessableassessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, duly authorized and when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units this Agreement and registered in the Company’s register of members, 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 Ordinary Shares issuable upon exercise of the Warrants included in the Placement Units have been reserved for issuance and, when issued and delivered in accordance with the terms of the Placement Units and Warrant Agreement and registered in the Company’s register of members, such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, 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.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in and the Private Placement Units Underwriter Warrants constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: 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 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 Private Placement Warrants included in and the Private Placement Units Underwriter Warrants have been reserved for issuance upon the exercise and, when issued and paid for in accordance with the terms of the Private Placement Warrants included and registered in the Private Placement Units Company's register of members, the Underwriter Warrants and the Warrant Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessableassessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇ or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Placement Shares, the Placement Rights, the Placement Warrants, the shares of Common Stock issuable upon conversion of the Placement Rights and the shares of Common Stock issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, thereof will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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. . 2.7.3.2 The Ordinary Placement Shares issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of membersUnits, will be duly and validly authorized, validly issuedissued and upon payment therefor, 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. 2.7.3.3 The Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved for issuance and, when issued and delivered in accordance with the terms of the Placement Warrants and the Warrant Agreement, such Ordinary Shares, will be duly and validly authorized, validly issued and upon payment therefor, 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.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 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 Placement Shares, the Placement Rights, the Placement Warrants, the shares of Common Stock issuable upon conversion of the Placement Rights and the shares of Common Stock issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, thereof will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in Warrants, when issued and delivered against payment therefor by the Private Placement Units Sponsor pursuant to the Warrant Purchase Agreement and Warrant Agreement, will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, be 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 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 Class A common stock issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance andupon the exercise of the Private Placement Warrants and upon payment of the consideration therefor pursuant to the Private Placement Warrants, the Purchase Agreement and the Warrant Agreement, and when issued and paid for in accordance with the terms thereof such shares of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of members, Class A common stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 Private Placement Warrants included in the Private Placement Units have been reserved for issuance and, duly authorized and when issued and paid for in accordance with the terms of the Private Placement Warrants included in the Private Placement Units and registered in the Company’s register of membersthis Agreement, 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 Ordinary Shares issuable upon exercise of the Warrants included in the Placement Units have been reserved for issuance and, when issued and delivered in accordance with the terms of the Placement Units and Warrant Agreement, such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, 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.