Common use of Opinion Coverage Clause in Contracts

Opinion Coverage. In addition to those opinions described in Section 2 of the Restricted ADS Letter Agreement, the Company shall at the time of execution of this Series Exhibit A cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement, as supplemented by this Series Exhibit A, is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Private Placement Shares by the Company, or by, for, or on behalf of, the Investor and the issuance and delivery of Private Placement ADSs, in each case upon the terms contemplated herein, do not require registration of the Private Placement Shares under the Securities Act, and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Series Exhibit A, (ii) all approvals required by the law of England and Wales to permit the deposit of Private Placement Shares under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iii) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement, in each case as supplemented by this Series Exhibit A, do not contravene or conflict with any law of England and Wales of general application.

Opinion Coverage. In addition to those opinions described in Section 2 of the Restricted ADS Letter Agreement, the Company shall at the time of execution of this Series Exhibit A B cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement, as supplemented by this Series Exhibit AB, is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Private Placement the Warrant Shares by the Company, or by, for, or Company on behalf of, of the Investor from time to time and the issuance and delivery of Private Placement the Warrant ADSs, in each case upon the terms contemplated herein, do not require registration of the Private Placement Warrant Shares under the Securities Act, and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Series Exhibit AB, (ii) all approvals required by the law of England and Wales to permit the deposit of Private Placement Warrant Shares under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iii) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement, in each case as supplemented by this Series Exhibit AB, do not contravene or conflict with any law of England and Wales of general application. Furthermore, in the event of a Warrant Exercise after the expiration of the authority to allot and pre-emption disapplication contained in the Company’s organizational documents as of the date hereof, the Company shall, at the time of such Warrant Exercise, cause its English counsel to deliver a supplemental opinion to the Depositary as of the date of such Warrant Exercise stating, inter alia, that (i) the issue of the applicable Warrant ADSs and the allotment and issue of the applicable Warrant Shares has, in each case, been duly authorized by all necessary corporate action on the part of the Company; and (ii) the issue of the applicable Warrant ADSs and the allotment and issue of the applicable Warrant Shares do not contravene or conflict with any law of England and Wales of general application.

Opinion Coverage. In addition to those opinions described in Section 2 of the Restricted ADS Letter Agreement, the Company shall at the time of execution of this Affiliate and Restricted Securities Series Exhibit A Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Affiliate and Restricted ADS Securities Series Letter AgreementAgreement is a valid and binding agreement of the Company, as supplemented by this Series Exhibit A, is valid, binding and enforceable against the Company in accordance with its terms, under the laws of the State of New York, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or other similar laws of general application affecting the enforcement rights and remedies of creditors’ rights generally, creditors and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity, and (ii) the deposit of Private Placement Designated Shares by the Company, or by, for, or on behalf of, the Investor Restricted Holders and the issuance and delivery of Private Placement Designated Restricted ADSs, in each case upon the terms contemplated herein, do not require registration of the Private Placement Designated Shares under the Securities Act, and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Affiliate and Restricted Securities Series Exhibit ALetter Agreement, (ii) all approvals required by a final and conclusive judgment properly obtained in a court of competent jurisdiction in New York against the law Company arising out of or in connection with the Affiliate and Restricted Securities Series Letter Agreement will be recognized in England and Wales to permit at common law by an action or counterclaim for the amount due under such judgment, (iii) no authorizations or consents of governmental, judicial or other public bodies in England are required in connection with the deposit of Private Placement Designated Shares held by the Restricted Holders under the Deposit Agreement and this Agreement, the Restricted ADS Letter Agreement have been obtainedand this Affiliate and Restricted Securities Series Letter Agreement, and (iiiiv) the terms of this Affiliate and Restricted ADS Securities Series Letter Agreement and the transactions contemplated by this Affiliate and Restricted ADS Securities Series Letter Agreement, in each case as supplemented by this Series Exhibit A, Agreement do not contravene or conflict with any existing statutes having the force of law of in England and Wales of general applicationapplicable to companies generally.

Opinion Coverage. In addition to those opinions described in Section 2 of the Restricted ADS Letter Agreement, the Company shall at the time of execution of this PIPE Securities Series Exhibit A Letter Agreement cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS PIPE Securities Series Letter AgreementAgreement is a valid and binding agreement of the Company, as supplemented by this Series Exhibit A, is valid, binding and enforceable against the Company in accordance with its terms, under the laws of the State of New York, except as the enforcement thereof may be limited by subject to bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or other similar laws of general application affecting the enforcement rights and remedies of creditors’ rights generally, creditors and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity, and (ii) the deposit of Private Placement Shares by the Company, or by, for, or on behalf of, the Investor Restricted Holders and the issuance and delivery of Private Placement ADSs, in each case upon the terms contemplated herein, do not require registration of the Private Placement Shares under the Securities Act, and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this PIPE Securities Series Exhibit ALetter Agreement, (ii) all approvals required by a final and conclusive judgment properly obtained in a court of competent jurisdiction in New York against the law Company arising out of or in connection with the PIPE Securities Series Letter Agreement will be recognized in England and Wales to permit at common law by an action or counterclaim for the amount due under such judgment, (iii) no authorizations or consents of governmental, judicial or other public bodies in England are required in connection with the deposit of Private Placement Shares held by the Restricted Holders under the Deposit Agreement and this Agreement, the Restricted ADS Letter Agreement have been obtainedand this PIPE Securities Series Letter Agreement, and (iiiiv) the terms of this Restricted ADS PIPE Securities Series Letter Agreement and the transactions contemplated by this Restricted ADS PIPE Securities Series Letter Agreement, in each case as supplemented by this Series Exhibit A, Agreement do not contravene or conflict with any existing statutes having the force of law of in England and Wales of general applicationapplicable to companies generally.

Opinion Coverage. In addition to those opinions described in Section 2 of the Restricted ADS Letter Agreement, the Company shall at the time of execution of this Series Exhibit A cause (A) its U.S. counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) assuming its due authorization, execution and delivery, this Restricted ADS Letter Agreement, as supplemented by this Series Exhibit AExhibit, is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) the deposit of Private Placement [TBD] Restricted Shares by the Company, or by, for, or on behalf of, the Investor and the issuance and delivery of Private Placement the corresponding [TBD] Restricted ADSs, in each case upon the terms contemplated herein, do not require registration of the Private Placement Restricted Shares under the Securities Act, and (B) its English counsel to deliver an opinion to the Depositary as of the date hereof stating, inter alia, that (i) the Company has duly authorized and executed this Series Exhibit AExhibit, (ii) all approvals required by the law of England and Wales to permit the deposit of Private Placement Shares under the Deposit Agreement and this Restricted ADS Letter Agreement have been obtained, and (iii) the terms of this Restricted ADS Letter Agreement and the transactions contemplated by this Restricted ADS Letter Agreement, in each case as supplemented by this Series Exhibit AExhibit, do not contravene or conflict with any law of England and Wales of general application.