Common use of Capitalization; the Securities; Registration Rights Clause in Contracts

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital equity of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering offering, or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary SharesCommon Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by‑laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver, if applicable, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock or capital stock of the Company’s subsidiaries pursuant to the Company’s Certificate of Incorporationor the applicable subsidiary’s charter, Memorandum and Articles of Association (by-laws or other constitutive or organizational documents) similar constitutional documents or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below) or is not entitled to exercise such rights in connection with the Registration Statement pursuant to the terms of the relevant agreement. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable (except in the case of any foreign subsidiary, for directors’ qualifying shares), and, except as otherwise described in the Registration Statement, in the Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances (collectively, any “Liens”) of any third party, all of the issued and outstanding shares of such stock (except for (a) in the case of any foreign subsidiary, directors’ qualifying shares and (b) any Liens arising under the Company’s Loan and Security Agreement with Sterling National Bank, dated July 1, 2016. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Common Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Common Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Common Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Common Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary SharesCommon Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering offering, or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries has been duly and validly authorized and issued and is fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Share Capital.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital equity of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersXxxxx Xxxxxxx), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus and except as has been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date or a subsidiary of the ProspectusCompany owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus as of their respective dates under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Warrants which may be sold hereunder by the Company have been duly authorized for issuance and sale by the Company and, when executed, issued and delivered and fully paid for in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity; the Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be validly issued, fully paid and nonassessable and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is boundbound other than options to purchase common stock under the Company’s existing stock option plans. Except as described in the Registration Statement, (ii) the Time of Sale Disclosure Package and the Prospectus, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed that have not to exercise such rights until after the date that is 180 days after the date of the Prospectusbeen fully complied with or previously waived. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus, as of the caption “Capitalization.” dates set forth therein. The Ordinary Shares Common Stock (including the SecuritiesSecurities and the Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Common Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the Common Shares which may be sold pursuant to the Representative’s Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Representative’s Warrant (as applicable), will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Shares, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Common Shares pursuant to the Company’s Certificate of Incorporationarticles, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Representative’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of Common Shares upon exercise of the Representative’s Warrant, give rise to any rights for or relating to the registration of any Ordinary Common Shares or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Share Capital.” The Ordinary Common Shares (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound; (B) except as set forth in the Company’s filings under the Exchange Act, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Securities We Are Offering – Description of our Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. The Ordinary Shares issuable upon exercise of the Representative’s Warrant are duly authorized and, when issued in accordance with the terms of the Representative’s Warrant, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized but unissued shares the maximum number of Ordinary Shares issuable pursuant to this Agreement and the Representative’s Warrant. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association Association, as amended (as the same may be amended or other constitutive or organizational documentsrestated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Class A Common Stock, and all LLC Units (as defined below) and other membership interests of the Subsidiary (“Membership Interests”) are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Selling Stockholders (which includes the Securities issued by the Company upon exchange of LLC Units by the Selling Stockholders) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesClass A Common Stock, conforms the Membership Interests and the Securities, conform to in all material respects to the description descriptions thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Class A Common Stock or Membership Interests pursuant to the Company’s Certificate or the Subsidiary’s, as the case may be, charter, by-laws, operating agreement, certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) formation or any agreement or other instrument to which the Company Company, the Subsidiary or any of their consolidated subsidiaries is a party or by which the Company Company, the Subsidiary or any of their consolidated subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Class A Common Stock, the Membership Interests or other securities of the Company or the Subsidiary that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company or the Subsidiary has granted Registration Rights has agreed not to exercise or has otherwise validly waived in writing such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s consolidated subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company beneficially owns all of the issued and outstanding shares of such stock, either directly or through the Subsidiary, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Class A Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In additionImmediately after the sale of the Securities to the Underwriters, no shares of preferred stock, or any class of capital stock of the Company, other than Class A Common Stock and Class B Common Stock, shall be outstanding and no holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants, preemptive rights, rights of first refusal or other rights to purchase capital stock or any other securities of the Company shall have any existing or future right to acquire any shares of any preferred stock or class of capital stock of the Company, other than Class A Common Stock, except as described to the extent set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal, state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to for the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by Firm Shares, the Company Option Shares and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and, with respect to the Warrant Shares, the Warrant Agent Agreement and the Warrants, will have been validly issued and will be fully paid and non-assessablenonassessable; the Representatives’ Shares (as defined below) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Unit Purchase Option, will have been validly issued and will be fully paid and nonassessable; the Representatives’ Warrant Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Representatives’ Warrants, will have been validly issued and will be fully paid and nonassessable, and the holders thereof of the Firm Shares, the Option Shares, the Warrant Shares, the Representatives’ Shares and the Representatives’ Warrant Shares will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Stock, the Securities, the Representatives’ Securities and the Representatives’ Warrant Shares, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities, the Representatives’ Securities or the Representatives’ Warrant Shares as contemplated by this Agreement Agreement, the Warrant Agent Agreement, the Representatives’ Warrants, the Warrants or the Unit Purchase Option gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding equity interests of such subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the SecuritiesFirm Shares, the Option Shares, the Warrant Shares, the Representatives’ Shares and the Representatives’ Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the shares of Common Stock which may be sold pursuant to the Representative’s Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Representative’s Warrant (as applicable), will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or and sale of the Securities or the Representative’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Representative’s Warrant, give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holderswriting; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived in writing such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including Immediately after the Securities) conform in all material respects issuance and sale of the Securities to the description thereof contained in Underwriters, no shares of preferred stock, or any class of capital stock of the Pricing Disclosure Package Company, other than Common Stock, shall be outstanding and no holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Prospectus. In additionCompany shall have any existing or future right to acquire any shares of any preferred stock or class of capital stock of the Company, other than Common Stock, except as described to the extent set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesSecurities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below) or have otherwise waived in writing such rights with respect to the offering and sale of the Securities as contemplated by this Agreement. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” ”. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all federal and state and foreign securities laws and applicable securities lawsexemptions therefrom, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares, Warrants and Warrant Shares which may be sold hereunder by the Company have been duly authorized and, the Shares, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Warrant Shares, when so issued and delivered upon exercise of the Warrants, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate charter or bylaws of Incorporation, Memorandum and Articles the Company or any of Association (or other constitutive or organizational documents) its subsidiaries or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Warrant Shares to be issued by the Company upon exercise of the Warrants, as provided therein, have been duly and validly authorized and, when issued and delivered upon exercise of the Warrants, will be duly and validly issued, fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement or issuance of the Warrant Shares as contemplated by the Warrants gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived, and (iiiC) any person to whom Registration Rights currently in effect that are triggered by either the offering or sale of the Securities as contemplated by this Agreement or the issuance of the Warrant Shares as contemplated by the Warrants have been validly waived until after expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) Securities conform in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed (to the extent their issued or issuable Common Stock is not included in the Registration Statement) not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares (Common Stock, including the Securities) conform Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersAgents), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Disclosure Package Statement and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package Statement and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company is bound, (ii) neither the filing or any of the Registration Statement nor Subsidiaries is bound and (B) the offering or sale of the Securities Placement Shares as contemplated by this Agreement gives does not give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived. All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in Statement and the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the SecuritiesPlacement Shares) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package Registration Statement and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.,” The Ordinary Shares (including and all of the Securities) Company’s issued shares of capital stock conform in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus under the heading “Description of Capital Stock.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all federal and state and foreign securities laws and applicable securities lawsexemptions therefrom, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, the Securities, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share . The capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate charter or bylaws of Incorporation, Memorandum and Articles the Company or any of Association (or other constitutive or organizational documents) its subsidiaries or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived in writing such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized authorized, except for subsequent issuances, if any, contemplated pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or pursuant to the exercise of convertible securities or options described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such common stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been be validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased by the Underwriters pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing General Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing General Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Rights”) Statement, in the General Disclosure Package and (iii) any person to whom in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing General Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existencerespective dates set forth therein).

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities . The Firm Shares and Option Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share . The capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the SecuritiesFirm Shares, Option Shares, and the Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Underwriting Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.,” The Ordinary Shares (including and all of the Securities) Company’s issued shares of capital stock conform in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus under the heading “Description of Capital Stock.” The Common Stock (including the Securities) conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which waiver has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Selling Shareholder Firm Shares are duly authorized and validly issued, fully paid and non-assessable, free and clear of all liens imposed by the Company; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate Amended and Restated Memorandum of Incorporation, Memorandum Association and Amended and Restated Articles of Association Association, as amended (as the same may be amended or other constitutive or organizational documentsrestated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Purchase Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the ProspectusSEC Filings. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the ProspectusSEC Filings, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities Purchase Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the SEC Filings, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” SEC Filings as of their respective dates. The Ordinary Shares Common Stock (including the SecuritiesPurchase Shares) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.SEC Filings

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities lawsnonassessable, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated disclosed in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus or except as have been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives does not give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus and except for directors’ qualifying shares, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities lawsnonassessable, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated disclosed in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus or except as have been waived in connection with the offering contemplated hereby, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as disclosed in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus and except for directors’ qualifying shares, the Company or a subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association by-laws (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessable (which term “non-assessable” when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, Company conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. The Representative’s Units issuable upon exercise of the Representative’s Purchase Option are duly authorized and, when issued in accordance with the terms of the Representative’s Purchase Option, will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Shares issuable pursuant to this Agreement and the Representative’s Purchase Option. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares Units pursuant to the Company’s Amended and Restated Certificate of Incorporation, Memorandum and Articles of Association as amended (as the same may be amended or other constitutive or organizational documentsrestated from time to time, the “Organizational Documents”) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Units or other securities of the Company (collectively “Registration Rights”) ), and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Units (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchasepurchase that have not been waived in writing (a copy of which such waivers have been delivered to counsel to the Underwriters), or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or its subsidiary is a party or by which the Company or its subsidiary is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been waived in writing (a copy of which such waivers have been delivered to counsel to the Underwriters) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of the Company’s subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of our Securities.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the shares of Common Stock which may be sold pursuant to the Representative’s Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and the Representative’s Warrant (as applicable), will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Representative’s Warrant as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Representative’s Warrant, give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed (to the extent their issued or issuable Common Stock is not included in the Registration Statement) not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, to the knowledge of the Company, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Underwriting Agreement, conforms in all material respects to the description thereof in the Registration Statement (including in any agreements filed as exhibits to the Registration Statement), in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering offering, or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, and subject to the pledge thereof to the bank lender pursuant to the terms and conditions of the loan agreement and pledge and security agreement between the Company and its bank lender, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Securities.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and 5.0% Series F Convertible Preferred Stock (the “Series F Preferred Stock”), are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which Firm Shares and Option Shares that may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock, Series F Preferred Stock or Series H Preferred Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such common stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus. The capital stock of the caption “Capitalization.” The Ordinary Shares Company, including the Common Stock (including the Securities) conform Warrant Shares), Series F Preferred Stock, and Series H Preferred Stock, conforms in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased by the Underwriter pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Rights”) Statement, in the Time of Sale Disclosure Package and (iii) any person to whom in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existencerespective dates set forth therein).

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering offering, or the sale of the Securities as contemplated by this Agreement gives give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability solely by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock (including the Securities), conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is or its subsidiaries are a party or by which the Company is bound, or its subsidiaries are bound and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Common Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Common Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities lawsSwiss law, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary Common Shares, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Common Shares pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Common Shares or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. For the Company’s subsidiaries incorporated or formed in the People’s Republic of China (the “PRC”), all of the issued shares of capital stock have been duly and validly authorized and issued or paid in installments in accordance with applicable procedures under the laws and regulations of the PRC, are fully paid and nonassessable and are owned directly or indirectly by the Company, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, free and clear of all liens, encumbrances, equities or claims, and were issued in compliance with the laws of the PRC or other applicable securities laws, and are not in violation of any preemptive right, resale right, right of first refusal or similar right. The articles of association of each subsidiary of the Company located in the PRC comply with the requirements of applicable law, including the PRC Company Law (to the extent applicable), and are in full force and effect. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Common Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal, state and foreign securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has any such waivers having been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and fully paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms as to legal matters in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, : (i) there are no preemptive rights or other rights to subscribe for or to purchasepurchase shares of Common Stock except those that have been duly and validly waived in writing (a copy of all such waivers having been delivered to counsel to the Underwriters), or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been duly and validly waived in writing (a copy of all such waivers having been delivered to counsel to the Underwriters); and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares (Common Stock, including the Securities) conform Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the shares of Common Stock issuable upon exercise of the Underwriters’ Warrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, or, if applicable, in accordance with the terms of the Underwriters’ Warrant, such shares, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof thereof, as well as the holders of the Underwrtiers’ Warrant, will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the shares of Common Stock issuable upon exercise of the Underwriters’ Warrant, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such common stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and outstanding capitalization issued and are fully paid and nonassessable, and, except as set forth otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus, the caption “Capitalization.” Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. As of February 6, 2015, the Company had 150,000,000 shares of Common Stock authorized, 19,008,430 of which were issued and outstanding. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and 5.0% Series F Convertible Preferred Stock (the “Series F Preferred Stock”), are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersAgents), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which Securities, the Agents’ Warrants and the Agents’ Warrant Shares that may be sold hereunder or are issuable pursuant to exercise thereof by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, or, if applicable, in accordance with the terms of the Warrants or Agents’ Warrant, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock or Series F Preferred Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such common stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under Prospectus. The capital stock of the caption “Capitalization.” The Ordinary Shares Company, including the Common Stock (including the SecuritiesWarrant Shares) conform and Series F Preferred Stock, conforms in all material respects to the description thereof contained in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus. In additionThe Securities have been or will be qualified for sale under the securities laws of such United States jurisdictions as set forth on Schedule V hereto, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there or are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire will be exempt from the Company any share capital qualification and broker-dealer requirements of the Company, and there are no option, share bonus or other share plans or arrangements in existencesuch jurisdictions.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as set forth in that certain Securities Purchase Agreement, dated as of July 17, 2013, by and between the Company and the purchasers identified on the signature pages thereto, and for rights to participate in pro rata offering to existing securityholders set forth in the outstanding warrants of the Company, or as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as set forth in that certain Loan and Security Agreement, dated as of July 18, 2013, by and between the Company and DBD Credit Funding LLC, that certain Loan and Security Agreement, dated as of October 31, 2009, by and between the Company and Silicon Valley Bank, as amended, or otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other similar rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the . The Securities which may be sold hereunder by the Company (other than the Units and the shares of Common Stock which may be sold pursuant to the Warrants and Underwriters’ Warrants) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; . The Units which may be sold hereunder have been authorized and, when issued, delivered and paid for in accordance with this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, to deliver the shares of Common Stock and Warrants underlying the Units upon the terms and conditions of this Agreement. The shares of Common Stock which may be sold pursuant to the Warrants and Underwriters’ Warrants by the Company, when issued in accordance with the terms of this Agreement, the Warrant Agreement, the Warrants and the share Underwriters’ Warrants (including, without limitation, payment of the exercise price therefor), will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders. After giving effect to the Reverse Stock Split and the filing of the Fourth Amended and Restated Certificate of Incorporation prior to Closing, as contemplated in the Time of Sale Disclosure Package and in the Prospectus (collectively, the “Pre-Closing Amendments”), the capital stock of the Company, including the Ordinary SharesCommon Stock, conforms will conform to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or offering, the sale of the Securities or the Underwriters’ Warrants as contemplated by this Agreement gives Agreement, or the issuance of shares of Common Stock upon exercise of the Underwriters’ Warrants, give rise to any rights (other than rights in favor of the holders of the Underwriters’ Warrants) for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The After giving effect to the Pre-Closing Amendments, the Company has will have an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Securities We Are Offering.” The Ordinary Shares Securities (including the SecuritiesUnits, Shares and Warrants) conform in all material respects to the description descriptions thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary SharesShares and ADSs, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable United States federal and state and foreign securities laws, including the Israeli Securities Law and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)waived, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the Ordinary Shares underlying such Securities (the “Underlying Shares”) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesShares and ADSs, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares or ADSs pursuant to the Company’s Certificate memorandum of Incorporationassociation, Memorandum and Articles articles of Association (association or other constitutive or organizational documents) documents or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, bound or under Israeli law and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration under the Act of any Ordinary Shares Shares, ADSs or other securities of the Company that have not been validly waived (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the UnderwritersUnderwriter), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Purchase Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except for rights to participate in pro rata offerings to existing securityholders set forth in the outstanding warrants of the Company, or as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as set forth in that certain Loan and Security Agreement, dated as of July 18, 2013, by and between the Company and Fortress Credit Opportunities I LP (an affiliate of Fortress Investment Group LLC and successor to DBD Credit Funding LLC), as amended, that certain Loan and Security Agreement, dated as of October 31, 2009, by and between the Company and Silicon Valley Bank, as amended, or otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusOffering Memorandum. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusOffering Memorandum, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives does not and will not give rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Time of Sale Disclosure Package and in the Offering Memorandum, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus Offering Memorandum under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersAgent), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Disclosure Package Time of Sale Information and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package Time of Sale Information and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Information and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package Time of Sale Information and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Pricing Disclosure Package Time of Sale Information and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationarticles, Memorandum and Articles of Association (or other constitutive or organizational documents) bylaws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither none of the filing of the Registration Statement nor Statement, the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares (Common Stock, including the Securities) conform Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holdersnonassessable; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company that have not been validly waived in writing in connection with the offering contemplated hereby (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been satisfied or waived in writing (a copy of which has been delivered made available to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ), except such rights as has have been waived in connection with the offering contemplated hereby, and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company or a wholly owned subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) ); and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “CapitalizationDescription of Capital Stock.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock (including the Securities), conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Rights”) Statement, in the Time of Sale Disclosure Package and (iii) any person to whom in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has not sold or issued any securities that would be integrated with the offering of Common Stock contemplated by this Agreement pursuant to the Act, the rules and regulations thereunder or the interpretations thereof by the Commission. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In additionThe issue and sale of the Common Stock, except as described in the Registration Statementexecution, in the Pricing Disclosure Package delivery and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital performance of this Agreement by the Company, the consummation of the transactions contemplated hereby and there are no optionthe application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the most recent Preliminary Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, share bonus impose any lien, charge or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other share plans agreement or arrangements instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in existenceany violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been duly and validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after in a manner that would require the date that is 180 days after Company to file a registration statement with the date Commission prior to the expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary SharesShares and ADSs, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable United States federal and state and foreign securities laws, including the Israeli Securities Law and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)waived, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities ADSs which may be sold hereunder by the Company and the Ordinary Shares underlying such ADSs (the “Underlying Shares”) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesShares and ADSs, conforms to the description thereof in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares or ADSs pursuant to the Company’s Certificate memorandum of Incorporationassociation, Memorandum and Articles articles of Association (association or other constitutive or organizational documents) documents or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, bound or under Israeli law and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities ADSs as contemplated by this Agreement gives rise to any rights for or relating to the registration under the Act of any Ordinary Shares Shares, ADSs or other securities of the Company that have not been validly waived (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statements, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration StatementStatements, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or other applicable equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement (including Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018), in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock or other applicable equity interests. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, Company (including the outstanding Ordinary Shares) and the ADSs, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable federal and state and foreign securities laws, including Belgian securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing cancelled (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company and the Ordinary Shares underlying such Securities (the “Underlying Shares”) have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary SharesShares and ADSs, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, and except for such statutory preferential subscription rights of the existing shareholders of the Company as shall be cancelled (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares or ADSs pursuant to the Company’s Certificate articles of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) association or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is boundbound or under Belgian company law, and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares Shares, ADSs or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In additionFor the purposes of this paragraph “non-assessable” means that a holder of the relevant securities will not by reason of merely being such a holder, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts be subject to assessment or other rights in existence to purchase or acquire from calls by the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existenceits creditors for further payment on such securities.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters)writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, ; (iiB) neither the filing of the Registration Statement offering nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s Material Subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company directly or indirectly owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, issued and are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been be validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.”

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which which, if any, has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively the rights described in (A) and (B), collectively, “Registration Rights”) ); and (iiiC) to the extent applicable any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock or other applicable equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company or a wholly-owned subsidiary of the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock or other applicable equity interests. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under (except for subsequent issuances of shares of Common Stock, if any, pursuant to the caption “Capitalization.” terms of a plan or arrangement in effect on the date hereof and disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus). The Ordinary Shares (Common Stock, including the Securities) conform Securities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. The Company has an authorized and outstanding capitalization as set forth in Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, under the exercise of outstanding options or as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus). All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are Common Stock have been duly authorized and validly issued, are fully paid and non-assessable, have been issued conform in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms material respects to the description thereof contained in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, and conform in all material respects to the description thereof contained in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. All of the issued shares of capital stock or other ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities Securities, or the issuance of the Warrant Shares upon conversion of the Warrants and/or the Pre-Funded Warrants, as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the SecuritiesSecurities and the Warrant Shares) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and the Securities, including the Pre-Funded Warrants, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities, including the Pre-Funded Warrants, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock or Securities pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (Common Stock and the Securities, including the Securities) Pre-Funded Warrants, each conform in all material respects to the description descriptions thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are have been duly authorized and validly issued, issued and are fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been be validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise or has otherwise waived such rights until after the date that is 180 days after the date expiration of the ProspectusLock-Up Period (as defined below). The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersAgent), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Placement Shares which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package Prospectus and in the ProspectusFree Writing Prospectuses and the documents incorporated by reference therein. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package Prospectus and in the ProspectusFree Writing Prospectuses and the documents incorporated by reference therein, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate articles of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) association or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, bound and (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities Placement Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) ). All of the issued and (iii) any person to whom outstanding shares of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Prospectus and the Free Writing Prospectuses and the documents incorporated by reference therein, the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Prospectusissued and outstanding shares. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus and the Free Writing Prospectuses and the documents incorporated by reference therein under the caption “Capitalization.” The Ordinary Shares (including the SecuritiesPlacement Shares) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock (including the Securities), conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock and the Securities to be sold by the Selling Stockholders, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) that have not been validly waived and (iiiC) any person to whom the Company has granted Registration Rights (other than the Selling Stockholders with respect to this Offering) has agreed not to exercise or has otherwise validly waived such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Shares, Company are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesSecurities to be purchased pursuant to this Agreement, conforms in all material respects to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company directly or indirectly owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” Prospectus. The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Registration Statement, the Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are is duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporationcharter, Memorandum and Articles of Association (or other constitutive or organizational documents) by-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively collectively, “Registration Rights”) and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares Common Stock (including the Securities) conform conforms in all material respects to the description thereof contained in the Pricing Time of Sale Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.

Capitalization; the Securities; Registration Rights. All of the issued and outstanding shares of the share capital stock of the Company, including the outstanding Ordinary Sharesshares of Common Stock, are duly authorized and validly issued, fully paid and non-assessablenonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessablenonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital stock of the Company, including the Ordinary SharesCommon Stock and the Securities to be purchased pursuant to this Purchase Agreement, conforms to the description thereof in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares shares of Common Stock pursuant to the Company’s Certificate of Incorporation's charter, Memorandum and Articles of Association (or other constitutive or organizational documents) by‑laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, ; (iiB) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares shares of Common Stock or other securities of the Company (collectively “"Registration Rights”") and (iiiC) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date expiration of the Lock-Up Period (as defined below). All of the issued and outstanding shares of capital stock of each of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.