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 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 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 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 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 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; 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; 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 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 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 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 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 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 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 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, 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-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 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-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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to xxxxxx or lift the corporate veil), 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, 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 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, and (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities Offering 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 Registration Statement, 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 or 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, (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 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 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-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 with respect to the date that is 180 days after the date 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 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 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 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, 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 that have not been validly waived in writing (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 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 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 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, limited liability company membership interests or similar membership interestsof 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, 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 Underwriters)or complied with, 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 subsidiary is a party or by which the Company or its subsidiary is boundbound that will remain in effect following the First Closing Date, (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 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 As of the First Closing Date, 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 “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 and the Securities to be purchased pursuant to this Underwriting Agreement, conforms 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 material 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, or otherwise in connection with the Company’s Credit Agreement, dated as of November 14, 2016, by and between the Company, East West Bank, as administrative agent, and the other lenders from time to time party thereto (the “Credit Agreement”), or the Fifth Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of November 14, 2016, by and between Praesidian Capital Opportunity Fund III, L.P., Praesidian Capital Opportunity Fund III-A, LP and United Insurance Company of America (the “Praesidian Facility”), 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 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, 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 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 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 Statements 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 Statements, 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 StatementStatements, 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 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 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 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 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 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 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 nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; the Warrant Shares have been duly authorized and, when issued, paid for and delivered upon due exercise of the Warrants, 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; the Warrant Shares have been reserved for issuance by the Company with its transfer agent for its shares of Common Stock; and the share capital stock of the Company, including the Ordinary SharesSecurities to be purchased pursuant to this Agreement, conforms 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 Common Stock pursuant to the Company’s Certificate certificate of Incorporationincorporation, 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, each as amended to date; (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. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. 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 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 by-laws, 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, ; (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 or other applicable equity interests of each of the Company’s subsidiaries have been duly and validly authorized and outstanding capitalization as set forth in the Registration Statementissued and are fully paid and nonassessable, 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 additionand, except as otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no optionsthe Company owns of record and beneficially, warrantsfree and clear of any security interests, agreementsclaims, contracts liens, proxies, equities or other rights in existence to purchase or acquire from the Company any share capital encumbrances, all of the Company, issued and there are no option, share bonus outstanding shares of such stock or other share plans or arrangements in existenceapplicable equity interests.

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 Statement, nor the offering or sale of the Securities as contemplated by this Agreement 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) 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 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 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 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 Time of Sale Disclosure Package and in the ProspectusProspectus and the documents incorporated by reference therein. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the ProspectusProspectus 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, (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 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 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 and the documents incorporated by reference therein, 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. 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 and the documents incorporated by reference therein 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 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 the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. 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 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 by‑laws, 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, ; (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 rights, that have not been waived, 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 or other applicable equity interests of each of the Subsidiaries have been duly and validly authorized and outstanding capitalization as set forth in the Registration Statementissued and are fully paid and nonassessable, 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 additionand, except as otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no optionsthe Company owns directly or indirectly, warrantsof record and beneficially, agreementsfree and clear of any security interests, contracts claims, liens, proxies, equities or other rights in existence to purchase or acquire from the Company any share capital encumbrances, all of the Company, issued and there are no option, share bonus outstanding shares of such stock or other share plans or arrangements in existenceapplicable equity interests.

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 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 of the Company, including the Ordinary Shares, conforms to the description thereof . Except as otherwise described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing General 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 General 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 General Disclosure Package and in the Prospectus under Prospectus, as of the caption “Capitalization.” dates set forth therein. The Ordinary Shares (including the Securities) Common Stock conform in all material respects to the description thereof contained in the Pricing General 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 UnderwritersAgent), 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 Placement 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 Common Stock (including the Placement Shares), 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 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 offering 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 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 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 the Pricing Disclosure Package Statement and in the Prospectus under the caption “Capitalization.” as of the dates referred to therein. 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 additionThe issue and sale of the Placement Shares, 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 Placement Shares as described under “Use of Proceeds” in the 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-assessable, 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 UnderwritersUnderwriter), 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 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 . 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 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 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) Securities 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 (including the outstanding shares of Common Stock owned by the Selling Stockholder), 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 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, 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 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)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 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 articles of Incorporationincorporation, 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 or limited liability company membership 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 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.” 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 and the shares of Common Stock 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 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 (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 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 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 none of the filing of the Registration Statement nor Statement, the offering or the 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 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 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 (including the Units, Shares and Warrants) 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 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 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 to be Registered.” 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 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 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, 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 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; the Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance therewith, will be duly and validly issued, fully paid and nonassessable, and the share issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Warrant Shares; 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 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 Prospectus. The Common Stock and the caption “Capitalization.” The Ordinary Shares (including the Securities) Warrants 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 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 or its subsidiary is a party or by which the Company or its subsidiary 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 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 “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, 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 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, 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 General 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 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 General 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 or its creditors for further payment on such securities upon voting or transfer or any share capital other claim of the Company, and there are no option, share bonus or other share plans or arrangements in existenceany third party.

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 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, Common Shares and Related Information.” 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 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 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 for rights to participate in pro rata offerings to existing securityholders set forth in the outstanding warrants of the Company, rights issued or to be issued pursuant to that certain Rights Agreement, dated as of April 17, 2017, by and between the Company and Computershare Trust Co., N.A., as right agent, 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 or other units of equity (if applicable) 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 Security Agreement, dated May 3, 2017, by and between the Company and TR Global Funding V, LLC (related to that certain Investment Agreement, dated May 3, 2017, by and between the Company and TR Global Funding V, LLC), that certain Security Agreement and Intellectual Property Security Agreement, dated November 18, 2015, each by and between the Company and SVIC No. 28 New Technology Business Investment L.L.P. (each related to that certain Senior Secured Convertible Promissory Note, dated November 18, 2015, issued by the Company to SVIC No. 28 New Technology Business Investment), 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 capital stock or other units of equity (if applicable). 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 UnderwritersAgent), 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 Placement 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 holdersnonassessable; and the share capital stock of the Company, including the Ordinary Common Stock (including the Placement Shares), 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 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 offering 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 shares of Common Stock or other securities of the Company (collectively 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 ). All of the Prospectusissued and outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and are owned directly or indirectly by the Company, 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 Disclosure Package Statement and in the Prospectus under the caption “Capitalization.” as of the dates referred to therein. 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-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 As of March 31, 2015, the Predecessors had an authorized capitalization as set forth in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus and, after giving effect to the Reorganization Transactions and the issuance of the Firm Shares and the use of the net proceeds therefrom as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, the Company would have an authorized capitalization as set forth under the pro forma column of the capitalization table in the section of the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus entitled “Capitalization;” following the filing of the Company’s amended and restated certificate of incorporation with the State of Delaware Secretary of State, all of the issued and outstanding shares of capital stock of the share capital Company prior to the issuance of the Securities will have been duly and validly authorized and, when issued and delivered against payment of the consideration (as authorized by the board of directors of the Company), including the outstanding Ordinary Shares, are duly authorized and will be 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 assessable and will be fully paid and non-assessableconform, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital as of the CompanyClosing Date, including the Ordinary Shares, conforms in all material respects to the description thereof of capital stock contained in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus; and, upon the effectiveness of the amended and restated limited liability company agreement of vTv LLC and after giving effect to the Reorganization Transactions, all of the issued equity interests of vTv LLC and its subsidiaries will have been duly authorized and issued and, except as described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, all of the issued equity interests of each subsidiary of vTv LLC are owned directly or indirectly by vTv LLC, free and clear of all liens, encumbrances, equities or claims. Except as otherwise stated in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, (iA) there are no will not be any 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 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 any of the vTv Parties is a party or by which any of the Company vTv Parties 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 or other securities of the Company or vTv LLC (collectively “Registration Rights”) and (iiiC) any person to whom the Company or vTv LLC 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 Prospectus. The Company has an authorized and outstanding capitalization Lock-Up Period (as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalizationdefined below).” 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, are Company is duly authorized and validly issued, fully paid and non-assessablenonassessable, have has 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)validly waived, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares and the ADSs which may be sold hereunder by the Company have been duly authorized and, when the Shares have been issued, delivered and paid for in accordance with the terms of this Agreement, the Shares 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 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 securities pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association By-laws (or other constitutive or organizational documentsStatuts) 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, other than any preemptive rights that have been validly waived; 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 of any Ordinary Shares Shares, ADSs 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 Shares, when issued and delivered against payment therefor, may be freely deposited by the Company with the Depositary against issuance of ADSs and ADRs evidencing the ADSs; the ADSs, when issued and delivered against deposit of the Shares, will be freely transferable by the Company to or for the account of the several Underwriters and the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Shares or the ADSs under the laws of France or the United States, except as described in the Time of Sale Disclosure Package. Under the laws of France, each holder of ADSs and ADRs evidencing ADSs issued pursuant to the Deposit Agreement shall be entitled, subject to the Deposit Agreement, to seek enforcement of its rights through the Depositary or its nominee registered as representative of the holders of the ADRs in a direct suit, action or proceeding against the Company. 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 Company’s ADSs representing 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 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 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 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 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 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 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, bound or which rights have not been irrevocably waived; (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”) which rights have not been irrevocably waived 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, except for shares of subsidiaries that are pledged under existing loan agreements, 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-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 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, 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 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, 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 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 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 UnderwritersRepresentative), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Shares and Warrants Shares which may be sold hereunder by the Company have been duly authorized and, and when issued, delivered and paid for in accordance with the terms of this AgreementAgreement and in the Warrants, as the case may be, such Shares, when so issued and delivered and the Warrant Shares, when issued upon the 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 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 officer or director 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 as set forth in the Registration Statementissued and are fully paid and nonassessable, 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 additionand, except as otherwise described in the Registration Statement, in the Pricing Time of Sale Disclosure Package and in the Prospectus, there are no optionsthe Company owns of record and beneficially, warrantsfree and clear of any security interests, agreementsclaims, contracts liens, proxies, equities or other rights in existence to purchase or acquire from encumbrances, all of the issued and outstanding shares of such stock. The authorized capital stock of the Company any share capital will, immediately prior to the Time of the CompanySale, consist of (i) 125,000,000 shares of Common Stock, par value $0.0001 per share, of which 68,278,653 shares are issued and there 67,603,653 shares are outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $0.0001 per share, of which no option, share bonus or other share plans or arrangements in existenceshares are issued and outstanding.