Common use of Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) Subsidiary is in violation of its articles of association, partnership agreement incorporation or operating agreement bylaws or any similar constitutional or organizational documents, as applicable, or (ii) document nor is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any Subsidiary is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company or any Subsidiary is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement incorporation or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesSubsidiary, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus, except such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities Act and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiariessubsidiaries of any court, except in regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of clauses its subsidiaries or any of its or their properties, except, with respect to clause (ii) and (iii)only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change, and, with respect to clause (iii) only, for such violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, by the Disclosure Package and by the Prospectus. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documentsincorporation, as applicableamended, or bylaws (ii“Charter Documents”) is or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectedcould not, individually or in the aggregate, to have result in a Material Adverse Change. The Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company’s execution, delivery and performance of this AgreementAgreement and the Warrants, and consummation of the Offering and issuance of the Firm Shares and all transactions contemplated hereby, by the Deposit Agreement thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationCharter Documents, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach, Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the Warrants, and consummation of the transactions contemplated hereby, by the Deposit Agreement thereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its amended and restated memorandum of association and second amended and restated articles of association, partnership agreement association or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the amended and restated memorandum of association and second amended and restated articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, association of the Company or any subsidiary that will become effective upon completion of the Offering (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement continuance or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) by-laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement or any Terms Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing General Disclosure Package or and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement continuance or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in the case of clauses subsection (ii) and (iii), as would not reasonably be expected) above that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement or any Terms Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing General Disclosure Package or and the Prospectus, except for the filing of the Prospectus Supplement and accompanying current report on Form 8-K or such as have been obtained or made by the Company and are in full force and effect under the Securities Act 1933 Act, applicable Canadian securities laws and such as may be required under applicable state securities or blue sky laws or FINRAlaws, applicable Canadian securities laws, Industry Canada, the Companies ActFinancial Industry Regulatory Authority, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation Inc. (EU 596/2014“FINRA”) on market abuse (the “Market Abuse Regulation”), the or Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor or any of its subsidiaries (i) is in violation of its articles of associationcharter or bylaws, partnership agreement or operating limited liability company agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing General Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action of the Company and will not result in any violation of the provisions of the articles of associationcharter or bylaws, partnership agreement, limited liability company agreement or operating agreement or similar constitutional or organizational documents, as applicable, other constitutive document of the Company or any subsidiary of the Company and (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of or in connection with the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except (A) such filings as have been obtained or made by the Company and are in full force and effect under the Securities Act 1933 Act, applicable securities laws of the United States and the several states of the United States, (B) such approvals as may be required by the New York Stock Exchange and (C) the approvals required under applicable state securities or blue sky laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations specified in the case of clauses subsections (ii) and (iii), as ) above that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its memorandum or articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Public Securities (including the use of proceeds from the sale of the Offered Public Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, FINRA or the UK Financial Conduct AuthorityExchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles certificate of association, partnership agreement or operating agreement or similar constitutional or organizational documentsincorporation, as applicableamended and restated, or (ii) is its amended and restated bylaws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectedcould not, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, amended and restated bylaws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Offered Securities and are in full force and effect Underwriters’ Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its amended and restated memorandum and articles of association, partnership agreement association or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and the Deposit Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association, partnership agreement or operating agreement or similar constitutional or organizational documentsassociation of the Company, as applicableamended and restated, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and Deposit Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect ADSs under the Securities Act Act, the registration of the Ordinary Shares and such as may be required the ADSs under the Exchange Act, and applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) by-laws nor is it in default (or, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and the Representative’s Warrants and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as would not reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the Representative’s Warrants and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or FINRAand from the National Association of Securities Dealers, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation Inc. (EU 596/2014) on market abuse (the “Market Abuse RegulationNASD”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances specified in the case of clauses clause (ii) and (iii), as ) above that would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise disclosed in the Disclosure Package and the Prospectus, none of the Company nor or any of its subsidiaries is (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under its articles of incorporation, charter or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them may be bound, bound or to which any of their respective properties the property or assets are of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (i) (other than with respect to the Company and the Significant Subsidiaries), except (ii) and (iii), for such Defaults or violations as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (iA) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of Default under the articles of associationincorporation, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary Significant Subsidiary, (iiB) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iiiC) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiariessubsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except in the case of clauses (ii) and (iii), for such violation as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or FINRA, and from the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Industry Regulatory Authority (the “Market Abuse RegulationFINRA”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSignificant Subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) is in violation of its articles certificate of association, partnership agreement incorporation or operating agreement or similar constitutional or organizational documents, as applicablebylaws, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Representatives’ Warrant Agreement, the Representatives’ Warrant and each Lock-Up Agreement and the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities Public Shares (including the use of proceeds from the sale of the Offered Securities thereof as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Prospectus) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation, bylaws, partnership agreement or agreement, operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary Company; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the Representatives’ Warrant Agreement, the Representatives’ Warrant and each Lock-Up Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, FINRA or the UK Financial Conduct AuthorityExchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as disclosed in the Company nor any of its subsidiaries (i) Prospectus and the U.S. Final Prospectus, the Corporation is not in violation of its articles of associationor by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) and is not in default (ornor would it be, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreementguarantee, contract, franchise franchise, lease or other instrument to which the Corporation is a party or by which it is bound (including, without limitation, any credit agreement, guarantee, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCorporation, if any), or to which any of their respective properties the property or assets are of the Corporation is subject (each, an “"Existing Instrument”"), except for such Defaults as would not be reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s Corporation's execution, delivery and performance of this AgreementAgreement and the Indenture, the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Units (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement constating documents or operating agreement or similar constitutional or organizational documents, as applicable, the by-laws of the Company or any subsidiary Corporation, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Corporation pursuant to, or require the consent of any other party to, any Existing InstrumentInstrument except for such conflicts, breaches, Defaults or a Debt Repayment Triggering Event as would not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeCorporation. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s Corporation's execution, delivery and performance of this Agreement Agreement, the Indenture and the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made or, as contemplated by this Agreement, will be obtained or made, by the Company Corporation and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authorityeffect. As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCorporation.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles Certificate of association, partnership agreement Incorporation or operating agreement Bylaws or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by including, without limitation, the Deposit Agreement Pre-Offering Transaction, and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles Certificate of association, partnership agreement Incorporation or operating agreement or similar constitutional or organizational documents, as applicable, Bylaws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for any conflict, breach, Default, lien, charge or encumbrance as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of clauses (ii) and (iii), as for any violation that would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by including, without limitation, the Deposit Agreement Pre-Offering Transaction, and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or FINRA, and from the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct AuthorityNASD. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its significant subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, each of the Transaction Documents and the consummation of the transactions contemplated hereby, by the Deposit Agreement Transactions and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary significant subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its significant subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its significant subsidiaries, except in the case of clauses (ii) and (iii), ) such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement each of the Transaction Documents and consummation of the transactions contemplated hereby, by the Deposit Agreement Transactions and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its significant subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Subsidiaries is (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or bylaws, (ii) is in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company or any of its Subsidiaries is subject (each, an “Existing Instrument”), or (iii) is in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults violations as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement by the Company and, with respect to Section 17 of this Agreement, by each of the Subsidiaries, and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary of its Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events (as defined below), liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation regulation, order or administrative or court decree applicable to the Company or any of its subsidiariesSubsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement by the Company and, with respect to Section 17 of this Agreement, by the Subsidiaries and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company or its Subsidiaries and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or FINRAand from the National Association of Securities Dealers, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Inc. (the “Market Abuse RegulationNASD”), and (B) such consents, approvals, authorizations, orders, registrations or qualifications that, if not obtained or made, would not individually or in the Nasdaq, or the UK Financial Conduct Authorityaggregate result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSubsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to result in a have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except except, in the case of clauses (ii) and (iii), as for any such conflict, breach, violation, Default, Debt Repayment Triggering Event, lien, charge or encumbrance that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state or foreign securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this AgreementAgreement and the Pre-Funded Warrants, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement Agreement, the Pre-Funded Warrants and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) Subsidiary is in violation of its articles of association, partnership agreement incorporation or operating agreement bylaws or any similar constitutional or organizational documents, as applicable, or (ii) document nor is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any Subsidiary is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company or any Subsidiary is subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement incorporation or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesSubsidiary, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus, except such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities Act and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority ("FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”"), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement continuance or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) by‑laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, the Pre-Funded Warrants, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement continuance or operating agreement or similar constitutional or organizational documents, as applicable, by‑laws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in the case of clauses subsection (ii) and (iii), as would not reasonably be expected) above that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except for the filing of the Final Prospectus Supplement and the accompanying Current Report on Form 8-K or such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, applicable Canadian securities laws and such as may be required under applicable state securities or blue sky laws or FINRAlaws, applicable Canadian securities laws, Industry Canada, the Companies ActFinancial Industry Regulatory Authority, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation Inc. (EU 596/2014“FINRA”) on market abuse (the “Market Abuse Regulation”), the or Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or ADS Registration Statement and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or ADS Registration Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, CA 2006 or the UK Financial Conduct Authority. Nasdaq As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice under its charter or lapse of time, would be in default) (“Default”) bylaws or under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to result in a Material Adverse Change. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, (i) any contract, indenture, mortgage, deed of trust or other agreement evidencing, guaranteeing, securing or relating to indebtedness) instrument to which the Company or any of its subsidiaries is a party party, (ii) the charter or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of and its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any laworder, administrative rule or regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiaries of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, except in except, with respect to the case of preceding clauses (iii) and (iii), as would any conflict or breach that could not reasonably be expectedexpected to result in, individually or in the aggregate, to have a Material Adverse Change. No Each approval, consent, approvalorder, authorization or other order ofauthorization, or registration designation, declaration or filing withby or with any regulatory, any court administrative or other governmental or regulatory authority or agency, is required for body necessary in connection with the Company’s execution, execution and delivery and performance by the Company of this Agreement and the consummation of the transactions herein contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, (except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such additional steps as may be required by the Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or such additional steps as may be necessary to qualify the Placement Shares for public offering by HCW under applicable state securities or blue sky laws laws) has been obtained or FINRA, the Companies Act, the UK Financial Services made and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesis in full force and effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) is in violation of its memorandum and articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, amended and restated or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any material indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject subject) (each, an “Existing Instrument”), except for in the case of (ii) above, where any such violation or Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus hereby (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the amended and restated memorandum and articles of association, partnership agreement or operating agreement or similar constitutional or organizational documentsassociation of the Company, as applicableamended and restated, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except in the case of this clause (ii) for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus and the issuance and sale of the Offered Securities Placement Shares (including the use of proceeds from the sale of the Offered Securities Placement Shares as described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its amended and restated articles of association, partnership agreement incorporation or operating agreement amended and restated bylaws or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles bylaws of association, partnership agreement or operating agreement or similar constitutional or organizational documentsthe Company, as applicableamended and restated, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) Life Newco is in violation of its articles of association, partnership agreement charter or operating agreement by-laws or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries Life Newco is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company or Life Newco is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary Life Newco, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Life Newco pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeLife Newco. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company under the Securities Act and are in full force and effect under the Securities Act and such as or that may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) is in violation of its articles of associationcharter or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or is (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except except, solely in the case of (ii), for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents, consummation of the transactions contemplated hereby, by the Deposit Agreement Transaction Documents and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including and the use of proceeds from the sale issuance and delivery of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Conversion Shares (i) have been duly authorized by all necessary corporate action action, subject to receipt of Stockholder Approval, and will not result in any violation of the provisions of the articles of associationcharter or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations specified in the case of clauses (ii) and (iii), as ) above that would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No To the Company’s knowledge, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement the Transaction Documents, issuance of the Offered Securities (including the issuances of the Conversion Shares upon conversion thereof) and consummation of the transactions contemplated hereby, by the Deposit Agreement Transaction Documents and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are are, or will be, in full force and effect under the laws of the State of Delaware (with respect to the Certificate Filing) and the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRAlaws, the Companies ActFinancial Industry Regulatory Authority, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation Inc. (EU 596/2014“FINRA”) on market abuse (the “Market Abuse Regulation”), the or Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its constitution, memorandum and articles of association, partnership agreement or operating agreement charter, by-laws, or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the constitution, memorandum and articles of association, partnership agreement or operating agreement charter, by-laws, or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles constitution, certificate of associationincorporation, by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles constitution, certificate of associationincorporation, by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as disclosed in the Registration Statement with respect to the 17% credit facility under the Credit Agreement with SWK Funding LLC (which Default or Debt Repayment Triggering Event shall be cured and/or satisfied through the application by the Company of proceeds in this offering), or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, FINRA and (B) such as have been obtained under the Companies Act, laws and regulations of jurisdictions outside the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct AuthorityUnited States in which Directed Shares are offered. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreementthe Operative Documents, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including Notes and the issuance and delivery of the Exchange Notes, compliance with the terms and provisions of the Operative Documents and the consummation of the transactions contemplated herein or therein and the use of the proceeds from the sale of the Offered Securities as described in the Registration Statementtherefrom, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any a breach or violation of the provisions any of the articles of associationterms and provisions of, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default default or a Debt Repayment Triggering Event (as defined belowherein) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Company, or any of its subsidiaries Subsidiaries pursuant to, (i) the charter or require by-laws (or any equivalent documents) of the consent Company or its Subsidiaries, (ii) any statute, rule, regulation or order, applicable to the Company or its Subsidiaries, of any other party togovernmental agency or body or any court, any Existing Instrumentdomestic or foreign, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to having jurisdiction over the Company or any of its subsidiariesSubsidiaries (each, a “Governmental Entity”), or (iii) except with respect to any consents required under the Senior Credit Facilities, any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties is bound, except for any such breach, violation, default or Lien described in the case of clauses clause (ii) and or (iii), as ) that would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance For purposes of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used hereinAgreement, a “Debt Repayment Triggering Event” means any event or condition which that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption repurchase, redemption, or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesSubsidiaries. For purposes of this Section 1(i), “Operative Documents” shall include the Commitment Letter.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any of its subsidiaries (i) or the Guarantors is in violation of its articles of associationcharter or by-laws or, partnership agreement or operating agreement or similar constitutional or organizational documents, except as applicable, or (ii) disclosed in the Offering Memorandum is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, contract, franchise, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries such entity is a party or by which it or any of them may be bound, bound or to which any of their respective properties the property or assets are of any such entity is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance by each of the Company and the Guarantors of its obligations under this Agreement, the Registration Rights Agreement, the DTC Letter of Representations and the Indenture, to the extent it is a party thereto, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration StatementOffering Memorandum (including, without limitation, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Refinancing) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary of the Guarantors, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Guarantors pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeGuarantors. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the DTC Letter of Representations or the Indenture, to the extent it is a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration StatementOffering Memorandum (including, without limitation, the Pricing Disclosure Package or the ProspectusRefinancing), except such as have been obtained or made by the Company and the Guarantors and are in full force and effect under the Securities Act and such as may be required under applicable Act, the Trust Indenture Act, state securities or blue sky laws or FINRA, and except such as may be required by federal and state securities laws with respect to the Companies Act, Company’s obligations under the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct AuthorityRegistration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesthe Guarantors.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company Par Parties nor any of its their subsidiaries is (i) is in violation of its articles of associationcharter, partnership agreement or operating agreement by-laws or similar constitutional or organizational documentsdocument, as applicable, or (ii) is in default (or, to the knowledge of the Par Entities, with the giving of notice or lapse of time, would be in default) (“Default”) under in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise lease or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries such entity is a party or by which it or any of them may is be bound, bound or to which any of their respective the properties or assets are of such entity is subject (eachcollectively, an “Existing InstrumentAgreements and Instruments”), except for such Defaults as defaults that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. The Company’s execution, delivery and performance Change or have an adverse effect on the ability of this Agreement, consummation of the Par Entities to consummate the transactions contemplated hereby, by the Deposit this Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative regulation agency or administrative other authority, body or court decree applicable to agency having jurisdiction over the Company Par Parties or any of its subsidiariestheir subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except in the case of clauses (ii) and (iii), as for such violations that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse ChangeChange or have an adverse effect on the ability of the Par Entities to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions Transactions contemplated hereby, herein and in the Offering Memorandum (including the issuance and delivery of the Securities and the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as each Par Entity with its obligations hereunder have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.duly authorized

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by‑laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults in Existing Instruments as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by‑laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except except, in the case of clauses (ii) and (iii)) above, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement or operating agreement association or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject subject, including any instrument of approval granted to it by the Office of the Chief Scientist of the Israeli Ministry of Economy (the “Chief Scientist”) (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationassociation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeCompany. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by for (A) the Company and are in full force and effect registration of the Offered Shares under the Securities Act Act, (B) the listing of the Offered Shares on the NASDAQ, (C) such consents, approvals, authorizations, orders and such registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable United States state securities or blue sky laws or FINRAin connection with the purchase and distribution of the Offered Shares by the Underwriters, (D) the obligation to file following the First Closing Date (and, if applicable, at each Option Closing Date) notices with the Registrar of Companies in the State of Israel regarding the issuance of the Offered Shares and (E) the filing of certain information following the First Closing Date with the Chief Scientist. Subject to the Underwriters’ compliance with their obligations under Section 5(b) hereof, the Companies Act, Company is not required to publish a prospectus in the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (State of Israel under the “Market Abuse Regulation”), laws of the Nasdaq, State of Israel with respect to the offer or sale of the UK Financial Conduct AuthorityOffered Shares. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults in Existing Instruments as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except except, in the case of clauses (ii) and (iii)) above, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) by-laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), management, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.the

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (iA) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (iiB) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of except, with respect to clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, FINRA (as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”defined below), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its charter, articles of association, constitution, by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles memorandum of association, partnership agreement association or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles memorandum of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicableamended and restated from time to time (the “memorandum of association”), of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach, Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company and are in full force and effect Offered Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”)) , except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), ) as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) the Subsidiary is in violation of its articles of association, partnership agreement or operating agreement by-laws or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries the Subsidiary is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this AgreementAgreement and the Pre-Funded Warrants, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement by-laws or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary the Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesthe Subsidiary, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the Pre-Funded Warrants and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”), (B) for the Companies Act, filing with the UK Financial Services and Markets Axx 0000, as amended, EU Regulation AMF of a notice under Section 12 of the Securities Act (EU 596/2014Québec) on market abuse (the “Market Abuse RegulationQuébec Securities Act”), which notice has been filed, to which notice the NasdaqAMF has not objected, or in respect of which the UK Financial Conduct Authoritytime period during which the AMF may raise any objection has elapsed, all as prescribed by Section 12 of the Québec Securities Act and (C) the filing of a report of exempt distribution under NI 45-106 with payment of applicable filing fees to, and if applicable, delivery of the Final Canadian Offering Memorandum to (as applicable) the securities regulatory authority in each jurisdiction of Canada in which sales of the Offered Securities are made and such delivery is required. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesthe Subsidiary.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) by-laws and is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), management, earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Company, except, in case of its subsidiaries, except in the case each of clauses (ii) and (iii)) above, as for any such conflict, breach, violation, Default, lien, charge or encumbrance that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation and each of the transactions contemplated herebyTransaction Documents, by the Deposit Agreement do not, and by the Registration Statementwill not, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in conflict with or violate any violation provision of the provisions of the Company’s certificate or articles of associationincorporation, partnership agreement bylaws or operating agreement other organizational or similar constitutional or organizational charter documents, as applicable, of the Company or any subsidiary (ii) will not conflict with with, or constitute a breach of, default (or Default an event that with notice or lapse of time or both would become a Debt Repayment Triggering Event default) (as defined belowa “Default”) under, under or result in the creation or imposition of any security interest, mortgage, pledge, lien, charge charge, encumbrance or encumbrance adverse claim upon any property or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, mortgage, loan or credit facility, note, contract, franchise, lease, debt or other instrument or other understanding to which the Company is a party or by which any property or asset of its subsidiaries pursuant tothe Company is bound, or affected (each, an “Existing Instrument”) or require the consent of any other party toto any Existing Instrument or other third party, except to the extent that such conflict, default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a Material Adverse Change (defined as: any development that could reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, any Existing Instrumentsuch change is called a “Material Adverse Change”), and or (iii) will not result in any a violation of any law, rule, administrative regulation or regulation, order, judgment, injunction, administrative or court decree applicable or other restriction of any court or governmental authority to which the Company is subject, or by which any property or asset of the Company is bound or affected, except to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as extent that such violation would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesAgreement.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such conflicts, breaches or violations specified in the case of clauses subsections (ii) and (iii), as would ) above that could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) Subsidiary is in violation of its articles certificate of association, partnership agreement incorporation or operating agreement bylaws or any similar constitutional or organizational documents, as applicable, or (ii) document nor is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any Subsidiary is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company or any Subsidiary is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of association, partnership agreement incorporation or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesSubsidiary, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus, except such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities Act and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its memorandum and articles of association, partnership agreement or operating agreement or similar constitutional or organizational documentsassociation and, as applicableof the First Closing Date, or (ii) will not be in violation of its Amended and Restated Articles of Association, and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not be reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles Amended and Restated Memorandum and Articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, Association of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeCompany. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or FINRAthe Financial Industry Regulatory Authority, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Inc. (the “Market Abuse RegulationFINRA”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing General Disclosure Package or and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicableby-laws, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective its properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of clauses (ii) and (iii)for such conflicts, as breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations that would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No To the Company’s knowledge, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRAlaws, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, FINRA or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition Exchange and (B) such as have been obtained under the laws and regulations of jurisdictions outside the United States in which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.Directed Shares

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) Guarantors is in violation of its articles of association, partnership agreement charter or operating agreement by-laws or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be boundbound (including, without limitation, the Company’s Credit Agreement dated May 16, 2003, as amended, by and among the Company and Speedway Funding, LLC, as borrowers, the lenders named therein, including Bank of America, N.A., as administrative agent (the “Existing Credit Agreement”) and the Company’s currently outstanding $230 million in aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2013 (the “Existing Notes”)) (except as which will be cured or remedied by the Closing Date) or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture and the Xxxxx Settlement by the Company and each Guarantor party thereto, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) Offering Memorandum have been duly authorized by all necessary corporate action and (i) will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Changesubsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Xxxxx Settlement or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the ProspectusOffering Memorandum, except such as have been described in the Offering Memorandum with respect to the Xxxxx Settlement, or have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or FINRA, and except such as may be required by federal and state securities laws with respect to the Companies Act, Company’s obligations under the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct AuthorityRegistration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationassociation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreementthe Transaction Documents, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration StatementStatement and the Prospectus, the Pricing Disclosure Package or issuance of the Prospectus Shares and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities Units as described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationassociation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in the case of clauses (ii) and (iii), ) above as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement the Transaction Documents and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, except for the publication by Euronext of a notice (avis) with respect to the listing of the Public Securities and such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014”) on market abuse (the “Market Abuse Regulation”), the or Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) is in violation of its articles of associationcharter, partnership agreement bylaws or operating agreement or similar constitutional or organizational documentsother constitutive document, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except or (iii) in violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries except, in the case of clause (ii) or (iii) above, for such Defaults or violations as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this AgreementAgreement by the Company, and the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter, partnership agreement bylaws or operating agreement or similar constitutional or organizational documents, as applicable, other constitutive document of the Company or any subsidiary of its subsidiaries, (ii) will not conflict with or constitute a breach or violation of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, or violations or Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and by the Company or the consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained or made by for (i) the Company and are in full force and effect registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or in connection with the giving purchase and distribution of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness Shares by the Company Underwriters or any of its subsidiaries(ii) such consents, approvals, authorizations, orders, registrations or filings as shall have been obtained or made prior to the Closing Date.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any of its subsidiaries (i) Pokagon Parties is in violation of any of its articles of association, partnership agreement organizational documents or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries the Pokagon Parties is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of any of the Pokagon Parties is subject (each, an “"Existing Instrument”"), except for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have result in a Pokagon Parties Material Adverse Change. The Company’s execution, delivery and performance by the Pokagon Parties of this Agreementthe Material Agreements and the Transaction Documents to which it is a party, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate company action and will not result in any violation of the provisions of the articles organizational documents of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, any of the Company or any subsidiary Pokagon Parties, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries the Pokagon Parties pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Pokagon Parties Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, the Pokagon Parties except for such violations that will not result in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Pokagon Parties Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance by the Pokagon Parties of this Agreement the Material Agreements and the Transaction Documents, or consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and thereby and by the Registration StatementOffering Memorandum, the Pricing Disclosure Package or the Prospectusto which it is a party, except such (i) as have been obtained or made by the Company Pokagon Parties and are in full force and effect under the Securities Act and such as effect; (ii) may be required under applicable state securities or the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchaser in the manner contemplated herein and in the Offering Memorandum and (iii) such as will not result in a Pokagon Parties Material Adverse Change or FINRA, have a material adverse effect on the Companies Act, offering and sale of the UK Financial Services Securities and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authoritytransactions contemplated herein. As used herein, a “"Debt Repayment Triggering Event” " means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesthe Pokagon Parties.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its memorandum and articles of association and, as of the First Closing Date, will not be in violation of its amended and restated articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) and is not in default (or, with the giving of notice or lapse of time, would not be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective the Company’s properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not be reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the amended and restated memorandum and articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, association of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeCompany. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letters or the Administrative Services Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act or Exchange Act and such as may be required under applicable state securities or blue sky laws or FINRAthe Financial Industry Regulatory Authority, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Inc. (the “Market Abuse RegulationFINRA”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries (i) is not in violation of its memorandum of association or its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) nor is it in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject subject, including any instrument of approval granted to any of them by the Israel Innovation Authority of the Israeli Ministry of Economy and Industry (the “IIA”) (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum of association or articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, association of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of clauses (ii) and (iii), as would could not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for for, or in connection with, the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRAFINRA and (B) following the First Closing Date and each Option Closing Date (as applicable), the obligation to file certain notices with the Registrar of Companies Act, of the UK Financial Services State of Israel regarding the issuance of the Offered Shares and Markets Axx 0000, the Company becoming a “public company” (within the meaning of the Israeli Companies Law 5759-1999) and certain information with the Authority for Investment and Development of Industry and the Economy of the State of Israel (formerly known as amended, EU Regulation (EU 596/2014the Investment Center) on market abuse of the Israeli Ministry of Economy and Industry (the “Market Abuse RegulationInvestment Center”)) and the IIA. Subject to the Underwriters’ compliance with their obligations under Section 5(b) hereof, the Nasdaq, Company is not required to publish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer or sale of the UK Financial Conduct AuthorityOffered Shares. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesCompany.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (iA) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (iiB) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not be reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of except, with respect to clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect and with respect to clause (ii) for such consent of Cellectis S.A. (“Cellectis”) as have been obtained by the Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, FINRA (as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”defined below), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company nor any of its subsidiaries (i) is not in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documentsincorporation, as applicableamended, or bylaws (ii“Charter Documents”) is or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating contract filed as an exhibit to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, Registration Statement or to which any of their respective properties the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not reasonably be expectedcould not, individually or in the aggregate, to have result in a Material Adverse Change. The Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company’s execution, delivery and performance of this Agreement, the Warrants, the Additional Warrants (if applicable) and the Underwriter’s Warrants, and consummation of the transactions contemplated hereby, by the Deposit Agreement thereby and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationCharter Documents, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of each of clauses (ii) and (iii), as would to the extent such conflict, breach, Default or violation could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement Agreement, the Warrants, the Additional Warrants (if applicable) and the Underwriter’s Warrants, and consummation of the transactions contemplated hereby, by the Deposit Agreement thereby and by the Registration Statement, the Pricing Disclosure Package or and the Prospectus, except such as have been obtained the registration or made by qualification of the Company Offered Securities and are in full force and effect the Underwriter’s Securities under the Securities Act and such as may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) subsidiary is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicablebreach of, or (ii) is in default under (ornor has any event occurred which with notice, with the giving of notice or lapse of time, or both would be in defaultconstitute a breach of or default under) (“"Default”) under "), its respective articles or certificate of incorporation, bylaws, certificate of limited partnership or partnership agreement, as the case may be, or in the performance of any obligation, agreement, covenant or condition contained in any license, indenture, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise agreement or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries subsidiary is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject is bound (each, an “"Existing Instrument”"), except for such Defaults as which would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus hereby (i) Xxxxxxxx Financial, Inc. Xxxxxx Xxxxx Xxxxx, Inc. May___, 2004 Page 7 of 35 have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement by-laws or similar constitutional or other organizational documents, as applicable, documents of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries that would result in a Material Adverse Change, pursuant to, or require the consent of any other party to, any Existing Instrument, where the failure to obtain such consent would result in a Material Adverse Change and (iii) will not result in any material violation of any material law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except subsidiaries that would result in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and Act, (ii) such as may be required under applicable state securities or blue sky laws or FINRAby the National Association of Securities Dealers, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Inc. (the “Market Abuse Regulation”"NASD"), and (iii) such as may be required to list the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting Common Shares for trading on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNasdaq NMS.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the The Company nor any of its subsidiaries is not (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its certificate of incorporation or by-laws, (ii) in Default under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties the property or assets are of the Company is subject (each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable, except with respect to clause (ii) and (iii) only, for such Defaults as would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws of the provisions of the articles of associationCompany, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Changetheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, applicable state securities or blue sky laws or FINRA, and from the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse NASD Inc. (the “Market Abuse RegulationNASD”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, FINRA or the UK Financial Conduct AuthorityExchange. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its constitution, memorandum and articles of association, partnership agreement or operating agreement charter, by-laws, or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the constitution, memorandum and articles of association, partnership agreement or operating agreement charter, by-laws, or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.,

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither None of the Company nor any Fidus Entities are in violation of its subsidiaries or default under (i) is in violation of its articles of associationtheir respective charter, partnership agreement by-laws or operating agreement or any similar constitutional or organizational documents, each as applicableamended from time to time, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument (includinginstrument, without limitation, including any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) Portfolio Company Agreement to which the Company or any of its subsidiaries is they are a party or by which it or any of them may be bound, bound or to which any of their respective properties or assets are subject subject, and (eachiii) any statute, an “Existing Instrument”)law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over them or any of their properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such Defaults violations or defaults as would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse ChangeEffect. No person has the right to act as an underwriter or as a financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby. The Company’s execution, delivery and performance of this Agreement, and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, Prospectus and the Pricing Disclosure Package or the Prospectus and (including the issuance and sale of the Offered Securities (including Shares and the use of the net proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, Prospectus and the Pricing Disclosure Package or the Prospectus Package) (i) have been duly authorized by all necessary corporate action action, have been effected in accordance with Section 23(b) of the 1940 Act (which is made applicable to BDCs pursuant to Section 63 of the 1940 Act), as applicable, and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary Company, (ii) does not and will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrumentexisting instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) does not and will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesCompany, except in the case of clauses (ii) and (iii), as for such violations that would not reasonably be expectednot, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, Prospectus and the Pricing Disclosure Package or the ProspectusPackage, except such as have already been obtained or made by the Company and are in full force and effect under the Securities 1933 Act and the 1940 Act and such as may be required by the Nasdaq Global Select Market or the Financial Industry Regulatory Authority (“FINRA”) or under any applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiarieslaws.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and hereby or by the Registration StatementStatement and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) will not (A) result in a breach or violation of any of the terms and provisions of, the Pricing Disclosure Package or the Prospectusconstitute a default under, except such as have been obtained any law, order, rule or made by regulation to which the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaqany subsidiary is subject, or by which any property or asset of the UK Financial Conduct Authority. As used hereinCompany or any subsidiary is bound or affected, a “Debt Repayment Triggering Event” means (B) conflict with, result in any event violation or condition which givesbreach of, or constitute a default (or an event that with the giving of notice or lapse of time or both would givebecome a default) under, the holder or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, debenture bond, mortgage, indenture or other evidence of indebtedness instrument (“Contract”) or any person acting on such holder’s behalf) the right obligation or other understanding to require the purchase redemption or repayment of all or a portion of such indebtedness by which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default Acceleration Event is not reasonably likely to result in a Material Adverse Change, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s certificate of incorporation or bylaws. neither the Company nor any of its subsidiariessubsidiaries is in violation, breach or default under its Certificate of Incorporation, by-laws or other equivalent organizational or governing documents. Neither the Company nor any its subsidiaries nor, to its knowledge, any other party is in violation, breach or default of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated has been obtained or made and is in full force and effect.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles or certificate of associationincorporation or organization or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles or certificate of associationincorporation or organization or bylaws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party toto (except for any such consent that has already been obtained), any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.any

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults arising as a result of or in connection with the Company’s Chapter 11 Proceedings and such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariessubsidiaries except for such conflicts, except breaches, Defaults, Debt Repayment Triggering Events or violations specified in the case of clauses subsections (ii) and (iii), as ) above that would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, FINRA (as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”defined below), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expectednot, individually singly or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) is in violation of its articles of associationcharter or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in violation or default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, deed of trust, note, lease, license agreement, contract, franchise franchise, lease or other instrument (including, without limitation, any pledge agreement, security agreementobligation, mortgage condition, covenant or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of their respective properties the property or assets are of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”)) or (iii) in violation of any statute, except law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) of this sentence only, for such Defaults or violations as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement Disclosure Package and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of Default under the provisions of the articles of association, partnership agreement charter or operating agreement or similar constitutional or organizational documents, as applicable, by-laws of the Company or any subsidiary Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company or any of its subsidiariessubsidiaries of any court, except in regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii)) of this sentence only, for such conflict, breach, Defaults, Debt Repayment Triggering Event, lien, charge, encumbrance, consent or violation as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or by the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under Act, the Trust Indenture Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles constitution, certificate of associationincorporation, by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles constitution, certificate of associationincorporation, by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except as disclosed in the Registration Statement with respect to that certain Credit, Security and Guaranty Agreement, dated as of June 15, 2015 by and among MidCap Financial Trust, the lenders party thereto and the Company (the “MidCap Term Loan”), or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) subsidiary is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicablebreach of, or (ii) is in default under (ornor has any event occurred which with notice, with the giving of notice or lapse of time, or both would be in defaultconstitute a breach of or default under) (“"Default”) under "), its respective articles or certificate of incorporation, bylaws, certificate of limited partnership or partnership agreement, as the case may be, or in the performance of any obligation, agreement, covenant or condition contained in any license, indenture, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise agreement or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries subsidiary is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject is bound (each, an “"Existing Instrument”"), except for such Defaults as which would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus hereby (i) Xxxxxxxx Financial, Inc. Xxxxxx Xxxxx Xxxxx, Inc. April___, 2004 Page 7 of 35 have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association, partnership agreement charter or operating agreement by-laws or similar constitutional or other organizational documents, as applicable, documents of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries that would result in a Material Adverse Change, pursuant to, or require the consent of any other party to, any Existing Instrument, where the failure to obtain such consent would result in a Material Adverse Change and (iii) will not result in any material violation of any material law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except subsidiaries that would result in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and Act, (ii) such as may be required under applicable state securities or blue sky laws or FINRAby the National Association of Securities Dealers, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Inc. (the “Market Abuse Regulation”"NASD"), and (iii) such as may be required to list the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting Common Shares for trading on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNasdaq NMS.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) Subsidiary is in violation of its articles certificate of association, partnership agreement incorporation or operating agreement bylaws or any similar constitutional or organizational documents, as applicable, or (ii) document nor is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loanmortgage, loan or credit agreement, note, lease, license agreement, contract, franchise franchise, lease or other instrument to which the Company or any Subsidiary is a party or by which it may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement, mortgage agreement or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which indebtedness of the Company or any of its subsidiaries is a party or by which it or any of them may be boundCompany), or to which any of their respective properties the property or assets are of the Company or any Subsidiary is subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of association, partnership agreement incorporation or operating agreement or similar constitutional or organizational documents, as applicable, bylaws of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, except for consents that have been validly obtained and except for such breaches, Defaults or results, or failure to obtain such consent, as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiariesSubsidiary, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or the each Applicable Prospectus, except such as have been obtained or made or will be made by the Company and are in full force and effect under the Securities Act and such as Act, or that may be required under applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) subsidiary is in violation of its articles of association, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicablebreach of, or (ii) is in default under (ornor has any event occurred which with notice, with the giving of notice or lapse of time, or both would be in defaultconstitute a breach of or default under) (“"Default”) under "), its respective articles or certificate of incorporation, bylaws, certificate of limited partnership or partnership agreement, as the case may be, or in the performance of any obligation, agreement, covenant or condition contained in any license, indenture, loanmortgage, deed of trust, loan or credit agreement, note, lease, license agreement, contract, franchise agreement or other agreement or instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries subsidiary is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject is bound (each, an “"Existing Instrument”"), except for such Defaults as which would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement, Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus hereby (i) have been duly authorized by all necessary corporate action and will not result in any violation of Xxxxxxxx Financial, Inc. Xxxxxx Xxxxx Xxxxx, Inc. April ___, 2004 Page 7 of 38 the provisions of the articles of association, partnership agreement charter or operating agreement by-laws or similar constitutional or other organizational documents, as applicable, documents of the Company or any subsidiary Company, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries that would result in a Material Adverse Change, pursuant to, or require the consent of any other party to, any Existing Instrument, where the failure to obtain such consent would result in a Material Adverse Change and (iii) will not result in any material violation of any material law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except subsidiaries that would result in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement and by the Registration Statement, the Pricing Disclosure Package or the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act and Act, (ii) such as may be required under applicable state securities or blue sky laws or FINRAby the National Association of Securities Dealers, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse Inc. (the “Market Abuse Regulation”), "NASD") (iii) such as may be required to list the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting Common Shares for trading on such holder’s behalf) the right to require the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariesNasdaq NMS.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its constitution, memorandum and articles of association, partnership agreement or operating agreement charter, by-laws, or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the constitution, memorandum and articles of association, partnership agreement or operating agreement charter, by-laws, or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse ChangeEffect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither Other than as disclosed in the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries (i) is in violation of its articles of associationcharter or by laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing General Disclosure Package or and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of associationcharter or by laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for (x) the requisite consents that have been obtained or (y) such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), for such violations as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement (including the issuance of the Securities) and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing General Disclosure Package or and the Prospectus, except (i) such as have been obtained or made by the Company and are in full force and effect under under, or as may be required by, the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, FINRA (as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”defined below), (ii) as may be required by the NasdaqPrincipal Market or (iii) such as would not reasonably be expected, individually or in the UK Financial Conduct Authorityaggregate, to result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities Shares (including the use of proceeds from the sale of the Offered Securities Shares as described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar constitutional or organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), ) as would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, by the Deposit Agreement hereby and by the Registration Statement, the Pricing Disclosure Package or Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA, the Companies Act, the UK Financial Services and Markets Axx 0000, as amended, EU Regulation (EU 596/2014) on market abuse (the “Market Abuse Regulation”), the Nasdaq, or the UK Financial Conduct Authority. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the purchase repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.