Common use of Capitalization Clause in Contracts

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents or share capital of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding share capital of the Company is duly authorized, validly issued, fully paid and nonassessable, has been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since the filing of its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share option and incentive plansor settlement of restricted stock units, the issuance of Ordinary Shares to employees equity-based awards pursuant to the Company’s employee share option and incentive equity compensation plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the filing date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as set forth on Schedule 3.1(h), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The Except as disclosed on the Registration Statement, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except as disclosed on the Registration Statement, the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities lawsand other laws or the applicable statute of limitations has expired, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. All of the securities of the Company have been duly authorized and validly issued in accordance with all requisite laws. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements or the applicable statute of limitations has expired. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as disclosed in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on set forth in Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on set forth in Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of ADSs or Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report Form 6-K under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs, Ordinary Shares, Ordinary Share Equivalents or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary SharesADSs, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except Other than as disclosed set forth on Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Common Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Common Shares or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Common Shares or Ordinary Common Share Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Common Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction DocumentsDocuments other than as set forth in Schedule 3.1(g). Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)in the Registration Statement, which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, General Disclosure Package and of record, by Affiliates of the Company as of the date hereofProspectus. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessablenon-assessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as a result of the purchase and sale of the Securities and set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or as a result of the purchase and sale of the Securities), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital shares since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Shares or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents or share capital stock of any Subsidiary, any VIE or any VIE Subsidiary. The issuance and sale of the Securities will not obligate the Company Company, any Subsidiary, any VIE or any VIE Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company Company, any Subsidiary, any VIE or any VIE Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Company, any Subsidiary, any VIE or any VIE Subsidiary is or may become bound to redeem a security of the Company Company, such Subsidiary, such VIE or such VIE Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share capital shares of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(gSchedule3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the award issuance of options and restricted share units or the exercise of employee stock awards under the Company’s share option and equity incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth on Schedule3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or Schedule3.1(g), as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The Except as set forth on Schedule3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule3.1(g). There , there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any SubsidiarySubsidiary (for purposes of clarity, excluding only customary proportionate adjustments of the exercise, conversion, exchange or reset price in connection with a subdivision of the outstanding shares of Common Stock into a larger number of shares or a combination of the outstanding shares of Common Stock into a smaller number of shares). Except as disclosed set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except as set forth on Schedule 3.1(g), the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All To the Company’s knowledge, all of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the voting of the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofSEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options equity awards under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share shares of Common Stock, Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessablenon-assessable, has have been issued in compliance in all material respects with all applicable federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(g)(i), which Schedule 3.1(g3.1(g)(i) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report Current Report on Form 8-K under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report Current Report on Form 8-K under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g)(ii), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Shareholder Approval, no further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options equity awards under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The authorized capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)in the SEC Reports. Except as disclosed in the Prospectus, which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options or the vesting of restricted share awards under the Company’s share option and incentive plansequity plans by employees, directors or other service providers, the issuance of Ordinary Shares to employees employees, directors or other service providers pursuant to the Company’s employee share option and incentive equity plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as disclosed in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except for the Securities to be issued and sold hereunder or as disclosed on in the SEC Reports or Schedule 3.1(g) or as a result of the purchase and sale of the Securities), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Shares or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents or share capital of any Subsidiary. The Except as disclosed in Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There Except as disclosed in the SEC Reports and the Prospectus, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g)in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except as disclosed in the SEC Reports, the Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreementagreement other than as disclosed in the SEC Reports. All of the outstanding share capital of the Company is duly authorized, validly issued, fully paid and not subject to any calls for additional payments (nonassessable), has been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g)in the SEC Reports, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h), which Schedule 3.1(g3.1(h) shall also include the number of Ordinary Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Common Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActAct or as otherwise set forth in the Disclosure Schedules. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, and except as otherwise set forth in the Disclosure Schedules, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Common Shares or the capital share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Common Shares or Ordinary Common Share Equivalents or capital share capital of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Common Shares or other securities to any Person (other than the Placement Agent and the Purchasers). There Except as set forth in the Disclosure Schedules, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g)set forth in the Disclosure Schedules, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal federal, state and state provincial securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state or provincial securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on set forth in Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization issued and outstanding capital stock of the Company as of the date hereof is as set forth on Schedule 3.1(g)in the SEC Reports on, which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities pursuant to this Agreement or as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or the share capital shares of any SubsidiaryCommon Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Equivalents Common Stock Equivalents. Other than as expressly set forth in the Merger Agreement, as set forth in this Agreement, or share capital of any Subsidiary. The in the SEC Reports, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Other than as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company Company. Other than the Redemption, as expressly set forth in the Warrant Agreement, or any Subsidiary. Except as disclosed on Schedule 3.1(g)in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such SubsidiaryCompany. The Except as set forth in the SEC Reports, the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has and have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there here are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders. The Company has not entered into any side letter or similar agreement with any Purchaser or any other investor in connection with such Purchaser’s or investor’s direct or indirect investment in the Company.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), since the date of its most recent audited financial statements, the Company has not issued any share capital since its most recently filed periodic report under the Exchange Actstock, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actrecent annual financial statements. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares and ADSs owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report or Form 6-K under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report or Form 6_K under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Shares or the share capital of any SubsidiaryADSs, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares Shares, ADS or Ordinary Share Equivalents or share capital of any SubsidiaryEquivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents ADSs or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable non-U.S., U.S. federal and U.S. state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or ), as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors Directors, any debt holder, lender or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units pursuant to incentive awards issued under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, award plans and/or the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actstock purchase plan. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of set forth in the purchase and sale of the SecuritiesProspectus, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital shares since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary, any VIE or any VIE Subsidiary. The issuance and sale of the Securities will not obligate the Company Company, any Subsidiary, any VIE or any VIE Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company Company, any Subsidiary, any VIE or any VIE Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company Company, any Subsidiary, any VIE or any VIE Subsidiary is or may become bound to redeem a security of the Company Company, such Subsidiary, such VIE or such VIE Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share capital shares of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which . Except as set forth on Schedule 3.1(g) shall also include ), the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h), which Schedule 3.1(g3.1(h) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(h), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g3.1(h) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The Other than as set forth on Schedule 3.1(h), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding Underwriters) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price of under any such security securities or instrument upon an issuance of securities by the Company or any Subsidiaryinstruments. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except Other than as disclosed set forth on Schedule 3.1(g3.1(h), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares and/or ADSs to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Shares and/or ADSs or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares and/or ADSs or Ordinary Share Shares Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Shares and/or ADSs or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares and ADSs owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report or Form 6-K under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report or Form 6-K under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Shares or the share capital of any SubsidiaryADSs, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares Shares, ADS or Ordinary Share Equivalents or share capital of any SubsidiaryEquivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents ADSs or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable non-U.S., U.S. federal and U.S. state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as set forth on Schedule 3.1(h), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities and other laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. All of the securities of the Company have been duly authorized and validly issued in accordance with all requisite laws. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.stockholders. 12

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)the SEDAR Reports and the Share Capital Summary. Except as publicly disclosed in the SEDAR Reports and as disclosed on the Share Capital Summary, which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange ActCanadian Securities Laws, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under under, and otherwise pursuant to, the Company’s share option and equity incentive plans, the issuance of Ordinary Common Shares to employees pursuant to the Company’s employee share option and incentive purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActCanadian Securities Laws. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) the Share Capital Summary or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Common Shares or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Common Shares or Ordinary Share Common Shares Equivalents or share capital of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Common Shares or other securities to any Person (other than the PurchasersPurchasers and the Placement Agent). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of share capital of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include sets forth the outstanding capital stock of the Company, the aggregate number of Ordinary Shares owned beneficiallyunexercised warrants to purchase Common Stock and the aggregate pool of employee equity awards granted, and of recordor available for grant, by Affiliates of under the Company as of the date hereofCompany’s equity plan. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, equity plan or pursuant to the exercise of employee share stock options under the Company’s share option and incentive plansequity plan, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on a as set forth in Schedule 3.1(g) or as a result of described in the purchase and sale of the SecuritiesSEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in Schedule 3.1(g) or as described in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the award issuance of options and restricted share units or the exercise of employee stock awards under the Company’s share option and equity incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth on Schedule 3.1(g), Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or ), as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g). There , there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofSEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive or other equity compensation plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) set forth in the SEC Reports or as a result of the purchase and sale of the SecuritiesPublic Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The issuance and sale of the Securities Public Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except as set forth in the SEC Reports, the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesPublic Shares. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares and ADSs owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report or Form 6-K under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report or Form 6-K under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or as a result of the purchase and sale of the Securities), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs, Ordinary Shares, Ordinary Share Equivalents or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary SharesADSs, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on in Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share equity or stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and equity incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Other than pursuant to the that certain Securities Purchase Agreement (“Leviston SPA”), dated as of March 26, 2021, by and between the Company and Leviston Resources LLC, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities [and as set forth in Schedule 3.1(g)], there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofSEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options and the vesting of restricted stock units under the Company’s share option and 's equity incentive plans, the issuance of Ordinary Shares to employees . Other than pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Exempt Issuances, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesShares or pursuant to the Company's equity incentive plan, outstanding warrants disclosed in the SEC Reports or other Exempt Issuances, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share shares of Common Stock, Common Stock Equivalents or share capital stock of any Subsidiary. The Other than pursuant to the provisions of the outstanding warrants issued in December 2014, the issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by securities. Other than as set forth in the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g)SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “"phantom share” stock" plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is and each Subsidiary are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Company's Board of Directors or others is required for the issuance and sale of the SecuritiesShares. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofExchange Act Documents. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time any Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and the Transaction Documentstransactions contemplated hereby. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or shares of Common Stock of the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersInvestors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities, except that the issuance and sale of the Securities will obligate the Company to issue up to 12,000 shares of Common Stock to certain consultants to the Company (the “Consultants”). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or of similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or of “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, . All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesSecurities in the Offering. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs, Ordinary Shares, Ordinary Share Equivalents or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents or share capital of any SubsidiaryEquivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ADSs or Ordinary Shares, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding share capital shares of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as set forth on Schedule 3.1(h), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) set forth in the SEC Reports or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The Except as disclosed on the Registration Statement, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities Other than was is disclosed in the Company’s SEC Reports or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed set forth on Schedule 3.1(g3.1(h), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except as disclosed on the Registration Statement, the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities lawsand other laws or the applicable statute of limitations has expired, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements or the applicable statute of limitations has expired. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as Other than what is disclosed in the Company’s SEC Reports or set forth or set forth on Schedule 3.1(g3.1.(h), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth in the SEC Reports, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction DocumentsDocuments that have not otherwise been satisfied or waived. Except as disclosed on Schedule 3.1(g) or as a result of set forth in the purchase and sale of the SecuritiesSEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as set forth on Schedule 3.1(h), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesPublic Shares or as set forth on Schedule 3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The issuance and sale of the Securities Public Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities and other laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. All of the securities of the Company have been duly authorized and validly issued in accordance with all requisite laws. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesPublic Shares. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall described in the SEC Reports and the SEC Reports also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates officers and directors of the Company Company, in each case effective as of the date hereofdates set forth therein. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or described in the SEC Reports, and except as a result of the purchase and sale of the Securities, (i) there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The ; (ii) the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There ; (iii) other than the Company’s Series A-2 Preferred Stock and Series E Preferred Stock, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), ; and (iv) there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities, other than the Required Approvals. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the conversion of debt, the sale of shares registered with the Commission, the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees and consultants pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share option and stock incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth in Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as set forth on Schedule 3.1(h), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities and other laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. All of the securities of the Company have been duly authorized and validly issued in accordance with all requisite laws. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. All offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company SEC Reports as of the date hereoftime of filing of such SEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than issuances disclosed in the award SEC reports, issuances of options and restricted share units under the Company’s share option and incentive plansequity securities to the Company’s officers, directors, employees or consultants in the ordinary course of business, pursuant to the grant of equity awards or the exercise of employee share stock options under the Company’s share stock option and or equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g(i) or as a result of the purchase and sale of the Securities, (ii) as set forth in the SEC reports and (iii) equity securities of the Company issued to officers, directors, employees or consultants in the ordinary course of business as described above in this clause (g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of the Company or any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of the Company or any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding Purchaser) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiarysecurities. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of ADSs and Ordinary Shares owned beneficiallyShares. Except as set forth in Schedule 3.1(g), and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of ADSs and Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs and Ordinary Shares, Ordinary Share Equivalents Shares or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ADSs and Ordinary Shares, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)the SEDAR Reports and the Share Capital Summary. Except as publicly disclosed in the SEDAR Reports and as disclosed on the Share Capital Summary, which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange ActCanadian Securities Laws, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under under, and otherwise pursuant to, the Company’s share option and equity incentive plans, the issuance of Ordinary Common Shares to employees pursuant to the Company’s employee share option and incentive purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActCanadian Securities Laws. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) the Share Capital Summary or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Common Shares or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Common Shares or Ordinary Share Common Shares Equivalents or share capital of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Common Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of share capital of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The Except as set forth in Disclosure Schedule 3.1(g), the capitalization of the Company as of the date hereof is as set forth on in the SEC Reports. As of the date thereof, there are 34,459,430 shares of Common Stock issued and outstanding. Except as set forth in Disclosure Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and except as set forth in Disclosure Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as As of the date hereof is the authorized capital stock of the Company consists of (i) 160,000,000 shares of Common Stock, of which, 5,713,383 are issued and outstanding, and 5,044,331 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which none are issued and outstanding. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or ), no Person has any right of first as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company Except as set forth on Schedule 3.1(g), the company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as set forth on Schedule 3.1(h), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) set forth in the SEC Reports or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share the capital stock of any Subsidiary. The Except as disclosed in the Registration Statement, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters). There are no outstanding securities Other than was is disclosed in the Company’s SEC Reports or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed set forth on Schedule 3.1(g3.1(h), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except as disclosed in the Registration Statement, the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities lawsand other laws or the applicable statute of limitations has expired, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements or the applicable statute of limitations has expired. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as Other than what is disclosed in the Company’s SEC Reports or set forth or set forth on Schedule 3.1(g3.1.(h), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except , other than as disclosed set forth on Schedule 3.1(g) or ). Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares and ADSs owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares and/or ADSs to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Shares and/or ADSs or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares and/or ADSs or Ordinary Share Shares Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Shares and/or ADSs or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares and ADSs owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs, Ordinary Shares, Ordinary Share Equivalents or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents or share capital of any SubsidiaryEquivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ADSs or Ordinary Shares, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable non-U.S., U.S. federal and U.S. state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofSEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g)in the SEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization issued and outstanding capital stock of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(f), which Schedule 3.1(g3.1(f) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities pursuant to this Agreement or as set forth on Schedule 3.1(f), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or the share capital shares of any SubsidiaryCommon Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Equivalents Common Stock Equivalents. Other than as expressly set forth in the Unit Purchase Agreement, as set forth in this Agreement, or share capital of any Subsidiary. The on Schedule 3.1(f), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Other than as set forth on Schedule 3.1(f), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company Company. Other than the Redemption, as expressly set forth in the Unit Purchase Agreement, or any Subsidiary. Except as disclosed on Schedule 3.1(g3.1(f), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such SubsidiaryCompany. The Except as set forth on Schedule 3.1(f), the Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has and have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on set forth in Schedule 3.1(g3.1(f), there here are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders. The Company has not entered into any side letter or similar agreement with any Purchaser or any other investor in connection with such Purchaser’s or investor’s direct or indirect investment in the Company.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company SEC Reports as of the date hereoftime of filing of such SEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than issuances disclosed in the award SEC reports, issuances of options and restricted share units under the Company’s share option and incentive plansequity securities to the Company’s officers, directors, employees or consultants in the ordinary course of business, pursuant to the grant of equity awards or the exercise of employee share stock options under the Company’s share stock option and or equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g(i) or as a result of the purchase and sale of the Securities, (ii) as set forth in the SEC Reports, and (iii) equity securities of the Company issued to officers, directors, employees or consultants in the ordinary course of business as described above in this clause (g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of the Company or any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of the Company or any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding Purchaser) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiarysecurities. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization authorized capital stock of the Company as consists of 200,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock. As of the date hereof is as set forth on Schedule 3.1(g)Effective Date, there are no shares of Preferred Stock issued and outstanding and there are 24,701,409 shares of Common Stock issued and outstanding, of which Schedule 3.1(g) shall also include 9,490,953 shares are owned by the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofCompany. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessablenon-assessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or ), as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options equity awards under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share shares of Common Stock, Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessablenon-assessable, has have been issued in compliance in all material respects with all applicable federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which in the SEC Reports and Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofDisclosure Schedule. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments ) and will not result in a right of any holder of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price of under any such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof and as of the Effective Time (as defined in the Merger Agreement) is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)in the SEC Reports, which Schedule 3.1(g) shall also include including the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth in the SEC Reports or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in the SEC Reports, are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g)set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)in the Registration Statement, which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficiallyBase Prospectus, the Prospectus Supplement and of recordthe Prospectus. Except as set forth in the SEC Reports, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive plans stock purchase plan and pursuant to the conversion and/or or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actsecurities exercisable, exchangeable or convertible into Common Stock (“Common Stock Equivalents”). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documentsthis Agreement, except for such rights described in Section 3(e)(iv). Except (i) pursuant to the Company’s stock option plans and (ii) pursuant to agreements or instruments filed as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securitiesexhibits to Incorporated Documents, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or the share capital shares of any SubsidiaryCommon Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Equivalents or share capital of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers)Person. There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreementCompany. All of the outstanding share shares of capital stock of the Company is duly authorized, are validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include (A) the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereofhereof and (B) the number of authorized and reserved shares of capital stock of the Company. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options and other equity awards under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except for the Warrant Amendment, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(g)(1), which Schedule 3.1(g3.1(g)(1) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Other than as stated in Schedule 3.1(g)(1), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on set forth in Schedule 3.1(g) ), or as a result of pursuant to the purchase and sale of the SecuritiesPrivate Placement Purchase Agreement, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in Schedule 3.1(g)(2), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on set forth in Schedule 3.1(g3.1(g)(2), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)comprises 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as par value $0.005 per share. As of the date hereof, the Company has 5,410,331 shares of Common Stock outstanding and 156,112 shares of preferred stock outstanding. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as disclosed in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Common Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Common Shares or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Common Shares or Ordinary Common Share Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Common Shares or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price of under any such security securities or instrument upon an issuance of securities by the Company or any Subsidiaryinstruments. Except as disclosed on Schedule 3.1(g)described in the Registration Statement, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, provisions and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Prospectus and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share stock units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding share capital of the Company is duly authorized, validly issued, fully paid and nonassessable, has been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is end of the period covered by its most recently filed periodic report under the Exchange act was set forth in such periodic reports. Except as otherwise set forth in the Registration Statement or as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital securities since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth in the Registration Statement or on Schedule 3.1(g) or as a result of ), and except for options granted under the purchase and sale of the SecuritiesCompany’s stock option plans, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in the Registration Statement or on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as listed on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the PurchasersPurchasers)Except as listed on Schedule 3.1(g). There , there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except as listed on Schedule 3.1(g), no further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed listed on Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The Company has an authorized and outstanding capitalization of as set forth in its preliminary proxy statement on Form 14A, filed with the Company SEC on May 6, 2022 (the “Preliminary Proxy Statement”) as of the date hereof is as dates set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereoftherein. The Company has not issued any share capital stock since the filing of its most recently filed periodic report under the Exchange ActPreliminary Proxy Statement, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth in the SEC Reports (as hereinafter defined), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Authorized Share Approval, no further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options or vesting of restricted stock or restricted stock units under the Company’s share stock option and incentive or equity plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofSEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include in the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereofSEC Reports. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock (the “Plan Shares”) to employees employees, directors and consultants pursuant to the Company’s employee share option and equity incentive plans and plans, pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate Act and as provided in the transactions contemplated by the Transaction DocumentsSEC Reports. Except as disclosed on Schedule 3.1(g) or as a result of set forth in the purchase SEC Reports, and sale of except for the SecuritiesPlan Shares and stock options granted to employees, directors and consultants pursuant to the Company’s equity incentive plans, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in material compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g)3g, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The Shares will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. Except as disclosed on Schedule 3.1(g) or as a result of in the purchase Registration Statement, the Prospectus and sale of the SecuritiesProspectus Supplement, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share option and incentive 's stock award plans, the issuance of Ordinary Shares shares of Common Stock or stock options to employees employees, directors and consultants pursuant to the Company’s 's employee share option and incentive stock award plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or as a result of the purchase and sale of the Securities), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities New Notes and the New Warrants and the Exchange will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Except for the Company's 2021 Stock Award Plan, as amended, the Company does not have any share stock appreciation rights or “"phantom share” stock" plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesNew Notes and the New Warrants or the Exchange. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders's stockholders. Schedule 3.1(g) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)hereof, which Schedule 3.1(g) shall also include including the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company Company, is as of set forth in the date hereofSEC Reports. The Other than sales under its existing At-the-Market Offering with the Placement Agent, the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities or as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include includes the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates each executive officer and director of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except Other than as disclosed on Schedule 3.1(g) or in the Prospectus and the Prospectus Supplement, and except as a result of the purchase and sale of the SecuritiesShares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. Except as disclosed on Schedule 3.1(g)in the SEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h), which Schedule 3.1(g3.1(h) shall also include the number of Ordinary Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(h), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Common Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g3.1(h) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents Common Shares or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Common Shares or Ordinary Common Share Equivalents or share capital stock of any Subsidiary. The Other than as set forth on Schedule 3.1(h), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents Common Shares or other securities to any Person (other than the Purchasers). There are no outstanding Underwriters) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price of under any such security securities or instrument upon an issuance of securities by the Company or any Subsidiaryinstruments. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except Other than as disclosed set forth on Schedule 3.1(g3.1(h), there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates each executive officer and director of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed set forth on Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs, Ordinary Shares, Ordinary Share Equivalents or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents or share capital of any SubsidiaryEquivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ADSs or Ordinary Shares, Ordinary Share Equivalents Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed set forth on Schedule 3.1(g), there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization. The capitalization authorized capital stock of the Company as Purchaser consists of the date hereof is as set forth on Schedule 3.1(g)200,000,000 shares of Purchaser Common Stock and 5,000,000 shares of preferred stock. As of November 16, which Schedule 3.1(g) shall also include the number 2001, 35,072,529 shares of Ordinary Shares owned beneficially, Purchaser Common Stock were issued and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share options under the Company’s share option and incentive plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee share option and incentive plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actoutstanding. No Person has any right shares of first refusal, preemptive right, right preferred stock of participation, Purchaser have been issued or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Share Equivalents or share capital of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreementoutstanding. All of the outstanding share capital shares of the Company is Purchaser Common Stock have been duly authorized, authorized and validly issued, and are fully paid and nonassessable. No Person holds any preemptive or similar right with respect to any future issuance of Purchaser Common Stock. As of November 16, has been issued in compliance with all applicable federal 2001, 3,745,690 shares of Purchaser Common Stock were reserved for future issuance pursuant to outstanding stock options granted to employees under Purchaser's stock option plans. Except for stock options and state securities lawspurchase rights outstanding under Purchaser's employee stock option and employee stock purchase plans, and none of such outstanding shares was issued except as set forth in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g)Purchaser Disclosure Schedule, there are (i) no shareholders outstanding options, calls, warrants or rights (whether or not currently exercisable) to acquire from any of the Purchaser Corporations any shares of the capital stock or other securities of any of the Purchaser Corporations, (ii) no outstanding securities, instruments or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Purchaser Corporations, (iii) no agreements, commitments or arrangements to which any of the Purchaser Corporations is a party (other than Purchaser's employee benefit plans) under which any of the Purchaser Corporations is or may become obligated to issue any shares of its capital stock or other securities and (iv) no stockholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital Purchaser Common Stock to which the Company Purchaser is a party or, to the knowledge of the CompanyPurchaser's knowledge, between or among any of Purchaser's stockholders. Part 3.2 of the Company’s shareholdersPurchaser Disclosure Schedule describes all registration rights and similar rights possessed by holders of Purchaser Common Stock and other securities of Purchaser.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(g)(i), which Schedule 3.1(g3.1(g)(i) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report Current Report on Form 8-K under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report Current Report on Form 8-K under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and as set forth on Schedule 3.1(g)(ii), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Except as set forth on Schedule 3.1(g), the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options under the Company’s share stock option and incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on set forth in Schedule 3.1(g) or and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding ) and will not result in a right of any holder of Company securities or instruments of the Company or any Subsidiary with any provision that adjusts to adjust the exercise, conversion, exchange or reset price under any of such security or instrument upon an issuance of securities by the Company or any Subsidiarysecurities. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than the award of options and restricted share units under the Company’s share option and incentive plans, pursuant to the exercise of employee share stock options or vesting of restricted stock under the Company’s share option and equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees pursuant to the Company’s employee share option and incentive stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) or as a result of the purchase and sale of the SecuritiesSecurities and set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or the share capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Share Common Stock Equivalents or share capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares, Ordinary Share Equivalents shares of Common Stock or other securities to any Person (other than the Purchasers). There Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as disclosed on Schedule 3.1(g), there There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. All of the outstanding share shares of capital stock of the Company is are duly authorized, validly issued, fully paid and nonassessable, has have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Schedule 3.1(g), there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.