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Chicago
New York
Washington, DC
London
San Francisco
Los Angeles
Singapore
Dallas
Miami
vedderprice.com
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Re:
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Securities Being Registered under Registration Statement on Form F-3
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1401 New Jersey Ave NW, Ste 500 | Washington, DC 20005 | T +1 202 312 3320 | F +1 202 312 332
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Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, and Vedder Price Pte. Ltd., which operates in
Singapore.
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| 1. |
With respect to the Warrants, Rights and Purchase Contracts (together the “Subscription Securities”), when (i) the Company has taken all necessary action to approve the issuance and terms of such Subscription Securities, the terms
of the offering and related matters, and (ii) the Subscription Securities have been issued, executed and delivered in accordance with the terms of the applicable warrant agreement, rights contract, purchase agreement or similar agreement
approved by the Company and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the consideration therefor, if any, provided for therein and in any applicable definitive purchase agreement,
underwriting agreement or similar agreement approved by the Company, then the Subscription Securities will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the enforcement thereof (i)
may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors’ rights and
remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the
application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles; or other law relating to
or affecting creditors’ rights generally and general principles of equity (the “Enforceability Exceptions”).
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| 2. |
With respect to the Units, when (i) the Company has taken all necessary action to approve the applicable Unit agreement and the issuance of the Units and any Warrants, Rights and Purchase Contracts to be issued as part of the Units (“Underlying
Securities”), the terms of the offering thereof and related matters and (ii) the Units and Underlying Securities have been issued and delivered in accordance with the terms of the applicable agreement(s) approved by the Company
and as contemplated in the Prospectus or prospectus supplement related thereto, and upon payment of the consideration thereof or provided for therein, then the Units and the Underlying Securities will constitute valid and legally binding
obligations of the Company in accordance with their terms, subject to the Enforceability Exceptions.
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| Very truly yours, |
| /s/ VEDDER PRICE P.C. |
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| VEDDER PRICE P.C. |