Common use of OPINIONS AND CERTIFICATES Clause in Contracts

OPINIONS AND CERTIFICATES. In furtherance of the foregoing, the Company shall, (i) at the time of execution of this Letter Agreement, provide the Depositary with (x) an opinion of its English counsel (its “English Counsel”) to the Depositary which addresses that subject to customary and appropriate, assumptions, qualifications and limitations, (a) the execution, delivery and performance of this Letter Agreement have been authorized by and on behalf of the Company and, upon the execution and unconditional delivery of this Letter Agreement by a director or other authorized person for and on behalf of the Company, this Letter Agreement will have been duly executed on behalf of the Company, and (b) the execution and delivery of this Letter Agreement by the Company and the performance by the Company of its obligations under this Letter Agreement do not and will not contravene or conflict with any laws of England and Wales normally applicable to transactions of the type contemplated by this Letter Agreement; (y) an opinion of its U.S. counsel (its “U.S. Counsel”) to the Depositary which addresses, that subject to customary and appropriate assumptions, qualifications and limitations, (a) assuming its due authorization, execution and delivery, this Letter Agreement 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 (b) the Registration Statement at March 29, 2021 including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder; and (z) a certificate signed by the corporate secretary of the Company certifying that this Letter Agreement has been executed and delivered by an executive officer for and on behalf of the Company, and (ii) concurrently with each Program Sale, (x) an opinion of its English Counsel to the Depositary which addresses that subject to customary and appropriate assumptions, qualifications and limitations, (a) no authorizations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in England and Wales in connection with the issuance and deposit of the Shares issuable upon a Program Sale, and the exercise by the Company of its rights and the performance of its obligations under this Letter Agreement, and (b) when Shares underlying any Program ADSs deliverable upon a Program Sale are issued and allotted in accordance with the terms of this Letter Agreement, the directors of the Company will have been duly and validly authorized to allot such Shares by the Company’s shareholders and such Shares will be validly issued fully paid and rank pari passu and be fully fungible with the other issued ordinary shares, nominal value £0.05 per share, then held by the Custodian on behalf of the Depositary and underlying the ADSs then outstanding; and (y) an opinion of its U.S. Counsel to the Depositary which addresses, that subject to customary and appropriate assumptions, qualifications and limitations, at the time of delivery of each such opinion, the Registration Statement has become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated.

OPINIONS AND CERTIFICATES. In furtherance of the foregoing, the Company shall, (i) at the time of execution of this Letter Agreement, provide the Depositary with (x) an opinion of its English Australian counsel (its “English Australian Counsel”) addressed to the Depositary Depositary, which addresses addresses, among other things, that subject to customary and appropriate, appropriate assumptions, qualifications and limitations, (a) the execution, delivery and performance of this Letter Agreement have been authorized by and on behalf of the Company and, upon the execution and unconditional delivery of this Letter Agreement by a director director, officer or other authorized person for and on behalf of the Company, this Letter Agreement will have been duly executed on behalf of the Company, and (b) the execution and delivery of this Letter Agreement by the Company and the performance exercise by the Company of its rights and performance of its obligations under this Letter Agreement do not and will not contravene or conflict with any laws of England and Wales the Commonwealth of Australia normally applicable to transactions of the type contemplated by this Letter Agreement, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets; (y) an opinion of its U.S. counsel (its “U.S. Counsel”) addressed to the Depositary Depositary, which addresses, among other things, that subject to customary and appropriate assumptions, qualifications and limitations, (a) assuming its due authorization, execution and delivery, this Letter Agreement 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 (b) the Registration Statement at March 29Statement, 2021 including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 F-3 under the Securities Act and the rules and regulations of the Commission thereunder; and (z) a certificate signed by the corporate secretary an authorized officer of the Company certifying that this Letter Agreement has been executed and unconditionally delivered by an executive officer or director for and on behalf of the Company, and (ii) concurrently with each Program Sale, provide the Depositary with (x) an opinion of its English Australian Counsel addressed to the Depositary Depositary, which addresses addresses, among other things, that subject to customary and appropriate assumptions, qualifications and limitations, (a) no authorizations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in England and Wales the Commonwealth of Australia in connection with the issuance and deposit of the Shares issuable upon a Program Sale, and the exercise by the Company of its rights and the performance of its obligations under this Letter Agreement, and (b) when Shares underlying any Program ADSs deliverable upon a Program Sale are issued and allotted in accordance with the terms of this Letter Agreement, the officers or directors of the Company will have been duly and validly authorized to allot such Shares by the Company’s shareholders and such Shares will be validly issued and fully paid paid, and rank pari passu and be fully fungible with the other issued ordinary shares, nominal value £0.05 per share, shares of the Company then held by the Custodian on behalf of the Depositary and underlying the ADSs then outstanding; and (y) an opinion of its U.S. Counsel addressed to the Depositary Depositary, which addresses, among other things, that subject to customary and appropriate assumptions, qualifications and limitations, at the time of delivery of each such opinion, the Registration Statement has become will be effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement has will have been issued and no proceeding for that purpose has will have been initiatedinitiated or, to the knowledge of such counsel, threatened.

OPINIONS AND CERTIFICATES. In furtherance of the foregoing, the Company shall, shall (i) at the time of execution of this Letter Agreement, provide the Depositary with with: (x) an opinion of its English counsel (its “English Counsel”) to the Depositary which addresses addresses, among other things, that subject to customary and appropriate, assumptions, qualifications appropriate assumptions and limitationsqualifications, (a) the executionCompany has been incorporated and registered in England and Wales, delivery and (b) the Company has the requisite legal authority to enter into and perform its obligations under this Letter Agreement, the execution and performance of this Letter Agreement have has been duly authorized by and all necessary corporate action on behalf of the Company and, upon the execution and unconditional delivery of this Letter Agreement by a director or other authorized person for and on behalf of the Company, this Letter Agreement will have been duly executed on behalf part of the Company, and (b) the execution and delivery of this Letter Agreement has been duly executed by the Company Company, which execution and the performance does not and will not result in any violation by the Company of any term of its obligations under this Letter Agreement do not and will not contravene articles of association (the “Articles”) or conflict with of any laws law or regulation having the force of law in England and Wales normally applicable to transactions of the type contemplated by this Letter Agreementcompanies generally; (y) an opinion of its U.S. counsel (its “U.S. Counsel”) to the Depositary which addresses, among other things, that subject to customary and appropriate assumptions, assumptions and qualifications and limitations, (a) assuming its due authorization, execution and delivery, this Letter Agreement 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 (b) the conformity of the Registration Statement at March 29, 2021 including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, Prospectus (as defined in the Purchase Agreement) to the requirements of its date, each appeared on their face to be appropriately responsive the Securities Act in all material respects to the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder; and (z) a certificate signed by the corporate secretary of the Company certifying that this Letter Agreement has been executed and unconditionally delivered by an executive officer for and on behalf of the Company, and (ii) concurrently with each Program Sale, (x) an opinion of its English Counsel to the Depositary which addresses that subject to customary and appropriate assumptions, qualifications assumptions and limitationsqualifications, (a) no authorizations, consents, approvals, licences, validations authorizations or exemptions orders are required by law laws applicable to companies generally and no registrations or filings are required to be obtained by the Company under the laws of England applicable to companies generally from any governmental authorities or other regulatory agencies or other official bodies in England and Wales in connection with the issuance issue and deposit of the Program Shares issuable upon delivery of a Program Sale, Issuance and Delivery Instruction in the exercise by the Company of its rights and manner contemplated in this Letter Agreement or the performance of its obligations under this Letter AgreementAgreement by the Company, and (b) when Program Shares underlying any Program ADSs deliverable upon the Company’s delivery of a Program Sale are Issuance and Delivery Instruction have been allotted and issued and allotted for consideration in accordance connection with the terms Company’s delivery of this Letter Agreement, a Purchase Notice and valid entries in the directors books and registers of the Company will have been duly and validly authorized to allot such Shares by made, the Company’s shareholders and such Program Shares will be validly issued issued, fully paid and non-assessable (it being understood that the term “nonassessable” has no recognised meaning under English law, and for the purposes of such opinion means that, under the Companies Axx 0000 (as amended), the Articles and any resolution taken under the Articles approving the issuance of the Shares, no holder of the Shares is liable, solely because of such holder’s status as a holder of the Shares, for additional assessments or calls for further funds by the Company or any other person) and will rank pari passu and will be fully fungible with the other issued ordinary shares, nominal value shares of £0.05 per share, 0.00001 each in the capital of the Company then held by the Custodian on behalf of the Depositary and underlying the ADSs then outstanding; and (y) an opinion of its U.S. Counsel a certificate signed by the Chief Executive Officer, Chief Financial Officer, or other duly authorized officer, in a form reasonably satisfactory to the Depositary Depositary, which addresses, states that subject to customary and appropriate assumptions, qualifications and limitations, at the time of delivery of each such opinioncertificate, the Registration Statement has become is effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement has will have been issued issued, and no proceeding for that purpose has will have been initiatedinitiated or to the knowledge of the Company threatened.

OPINIONS AND CERTIFICATES. In furtherance of the foregoing, the Company shall, , (i) at the time of execution of this Letter Agreement, provide the Depositary with (x) an opinion of its English counsel (its “English Counsel”) to the Depositary which addresses addresses, among other things, that subject to customary and appropriate, assumptions, qualifications appropriate assumptions and limitationsqualifications, (a) the executionCompany has been incorporated and registered in England and Wales, delivery and (b) the Company has the requisite legal authority to enter into and perform its obligations under this Letter Agreement, the execution and performance of this Letter Agreement have has been duly authorized by and all necessary corporate action on behalf of the Company and, upon the execution and unconditional delivery of this Letter Agreement by a director or other authorized person for and on behalf of the Company, this Letter Agreement will have been duly executed on behalf part of the Company, and (b) the execution and delivery of this Letter Agreement has been duly executed by the Company Company, which execution and the performance does not and will not result in any violation by the Company of any term of its obligations under this Letter Agreement do not and will not contravene articles of association (the “Articles”) or conflict with of any laws law or regulation having the force of law in England and Wales normally applicable to transactions of the type contemplated by this Letter Agreementcompanies generally; (y) an opinion of its U.S. counsel (its “U.S. Counsel”) to the Depositary which addresses, among other things, that subject to customary and appropriate assumptions, assumptions and qualifications and limitations, (a) assuming its due authorization, execution and delivery, this Letter Agreement 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 (b) the conformity of the Registration Statement at March 29, 2021 including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, Prospectus (as defined in the Sales Agreement) to the requirements of its date, each appeared on their face to be appropriately responsive the Securities Act in all material respects to the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder; and (z) a certificate signed by the corporate secretary of the Company certifying that this Letter Agreement has been executed and unconditionally delivered by an executive officer for and on behalf of the Company, and and (ii) concurrently with each Program Sale, (x) an opinion of its English Counsel to the Depositary which addresses that subject to customary and appropriate assumptions, qualifications assumptions and limitationsqualifications, (a) no authorizations, consents, approvals, licences, validations authorizations or exemptions orders are required by law laws applicable to companies generally and no registrations or filings are required to be obtained by the Company under the laws of England applicable to companies generally from any governmental authorities or other regulatory agencies or other official bodies in England and Wales in connection with the issuance issue and deposit of the Shares issuable upon a Program Sale, and Sale in the exercise by the Company of its rights and manner contemplated in this Letter Agreement or the performance of its obligations under this Letter AgreementAgreement by the Company, and (b) when Shares underlying any Program ADSs deliverable upon a Program Sale are have been allotted and issued for consideration in connection with a Program Sale and allotted valid entries in accordance with the terms of this Letter Agreement, the directors books and registers of the Company will have been duly and validly authorized to allot such Shares by made, the Company’s shareholders and such Shares will be validly issued issued, fully paid and non-assessable (it being understood that the term “nonassessable” has no recognised meaning under English law, and for the purposes of such opinion means that, under the Companies Axx 0000 (as amended), the Articles and any resolution taken under the Articles approving the issuance of the Shares, no holder of the Shares is liable, solely because of such holder’s status as a holder of the Shares, for additional assessments or calls for further funds by the Company or any other person) and will rank pari passu and will be fully fungible with the other issued ordinary shares, nominal value shares of £0.05 per share, 0.00001 each in the capital of the Company then held by the Custodian on behalf of the Depositary and underlying the ADSs then outstanding; and (y) an opinion of its U.S. Counsel a certificate signed by the Chief Executive Officer, Chief Financial Officer, or other duly authorized officer, in a form reasonably satisfactory to the Depositary Depositary, which addresses, states that subject to customary and appropriate assumptions, qualifications and limitations, at the time of delivery of each such opinioncertificate, the Registration Statement has become is effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement has will have been issued issued, and no proceeding for that purpose has will have been initiatedinitiated or to the knowledge of the Company threatened.