Common use of Offered Securities; Capitalization Clause in Contracts

Offered Securities; Capitalization. The Offered Securities and all other issued and outstanding ordinary shares of the Company have been duly authorized; the authorized share capital of the Company is as set forth in the General Disclosure Package; all issued and outstanding shares of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the issued and outstanding ordinary shares of the Company have been issued in violation of any preemptive or similar rights of any security holder or any Person. Except as disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus, there are no outstanding (A) securities or obligations of the Company convertible into or exchangeable for any ordinary shares of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such ordinary shares or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company to issue or sell any ordinary shares, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.

Offered Securities; Capitalization. The Offered Securities and all other issued and outstanding ordinary shares of the Company delivered on such Closing Date have been duly authorized; the authorized share capital of the Company is as set forth in the General Disclosure Package; all issued and outstanding shares of the Company are, and, when issued and delivered to the Offered Securities have been delivered and paid for Underwriters against payment therefor in accordance with the terms of this Agreement on each Closing DateAgreement, such Offered Securities will have been, be validly issued, fully paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities under the Company’s Second Amended and Restated Certificate of Incorporation, as amended, and Fourth Amended and Restated Bylaws, the General Corporation Law of the State of Delaware or, to the knowledge of such counsel without independent investigation, any other agreement or instrument to which the Company or any stockholder is a party; and none of the issued and Securities outstanding ordinary shares prior to the issuance of the Company have Offered Securities has been issued in violation of any preemptive or similar rights under the Company’s Second Amended and Restated Certificate of Incorporation, as amended, and Fourth Amended and Restated Bylaws, the General Corporation Law of the State of Delaware or, to the knowledge of such counsel without independent investigation, any security holder other agreement or instrument to which the Company or any Person. Except as disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus, there are no outstanding (A) securities or obligations of the Company convertible into or exchangeable for any ordinary shares of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such ordinary shares or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company to issue or sell any ordinary shares, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.stockholder is a party;

Offered Securities; Capitalization. The Offered Securities and all other issued and outstanding ordinary shares of the Company have been duly authorized; the authorized share capital of the Company is as set forth in the General Disclosure Package; all issued and outstanding shares of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the issued and outstanding ordinary shares of the Company have been issued in violation of any preemptive or similar rights of any security holder or any Person. Except as disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus, there are no outstanding (A) securities or obligations of the Company convertible into or exchangeable for any ordinary shares of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such ordinary shares or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company to issue or sell any ordinary shares, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(d2(e) hereof.

Offered Securities; Capitalization. The Offered Securities and all other issued and outstanding ordinary shares of capital stock of the Company have been duly authorized; the authorized share capital equity capitalization of the Company is as set forth in the General Disclosure Packagesection of the Prepricing Prospectus under the heading “Capitalization”; all issued and outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been complied with or waived in writing; and none of the issued and outstanding ordinary shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder holder. Prior to the First Closing Date, all outstanding shares of Series A preferred stock, Series B preferred stock, Series C-1 preferred stock, Series C-2 preferred stock and Series C-3 preferred stock, par value $0.0001 per share, of the Company and all outstanding exchangeable shares issued by any subsidiary of the Company shall be converted or any Person. Except as disclosed exchanged into shares of Securities in the manner described in the Registration Statement (excluding the exhibits thereto) and the General Disclosure Package, and each outstanding share of special voting stock of the Company shall have been extinguished. In addition, prior to the date hereof, the Company has duly effected and completed a [x]-for-[x] forward stock split of the Common Stock in the manner described in the Registration Statement (excluding the exhibits thereto) and the Final Prospectus, there are no outstanding (A) securities or obligations General Disclosure Package; and the Fourth Amended and Restated Certificate of Incorporation of the Company convertible into or exchangeable for any ordinary shares of (the Company, (B“Charter”) warrants, rights or options to subscribe for or purchase from and the Company any such ordinary shares or any such convertible or exchangeable securities or obligations, or (C) obligations Amended and Restated Bylaws of the Company (the “Bylaws”), each in the form filed as an exhibit to issue or sell any ordinary sharesthe Registration Statement, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act have been heretofore duly authorized and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) approved in connection accordance with the offer Delaware General Corporation Law and shall become effective and in full force and effect at or sale of before the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereofFirst Closing Date.

Offered Securities; Capitalization. The Offered Securities and all other issued and outstanding ordinary shares of capital stock of the Company have been duly authorized; the authorized share capital equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all issued and outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Common Stock, including the Offered Securities; and none of the issued and outstanding ordinary shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder securityholder of the Company; the Offered Securities will be registered pursuant to Section 12(b) of the Exchange Act upon issuance; and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Offered Securities under the Exchange Act or de-listing the Offered Securities from the NYSE, nor has the Company received any Personnotification that the Commission or the NYSE is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement, the General Disclosure Package, the Registration Statement Package and the Final Prospectus, there are no outstanding (Ai) securities or obligations of the Company convertible into or exchangeable for any ordinary shares capital stock of the Company, (Bii) warrants, rights or options to subscribe for or purchase from the Company any such ordinary shares capital stock or any such convertible or exchangeable securities or obligations, obligations or (Ciii) obligations of the Company to issue or sell any ordinary sharesshares of capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.