Common use of Authorization and Description of Securities Clause in Contracts

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder holder of securities of the Company. The Common Stock conforms, Preference Shares conform in all material respects, respects to all the statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder. The certificate of designation for the Preference Shares has been duly authorized by the board of directors of the Company or a duly authorized committee thereof.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, as applicable, and, when the Securities have been issued and delivered by the Company pursuant to this Agreement against payment of therefor in accordance with this Agreement the consideration set forth herein, Securities will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder security holder of the Company. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of any of the Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyNew Fortress Energy Parties. The Common Stock conforms, Class A Shares and the Class B Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased subscribed for by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and not subject to calls for any additional payments (non-assessable); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been duly and validly waived or satisfied. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased subscribed for by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and are not subject to calls for any additional payments (non-assessable); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been validly waived. The Common Stock conforms, in all material respects, Ordinary Shares conform to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Agreement, as applicable, and, when the Securities have been issued and delivered by the Company pursuant to this Agreement against payment of therefor in accordance with this Agreement, the consideration set forth herein, Securities will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder security holder of the Company. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of any of the Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities pursuant to this Agreement is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto in the section titled “Description of Capital Stock” contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement andPlacement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company pursuant to this Agreement or a duly authorized committee thereof, or a duly authorized executive committee, against payment of the consideration set forth therefor as provided herein, will be duly and validly authorized and issued and fully paid and non-assessablenon‑assessable; and the issuance of the Securities is Placement Shares will not be subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been duly and validly waived in writing. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package Statement and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities Placement Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company, except as have been duly and validly waived. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and, except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessablenon‑assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Class A Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. .. The Common Stock conforms, capital stock of the Company conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by resolution of the directors of the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been waived as of the date of this Agreement. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Each of the Common Stock conforms, and the Preferred Stock conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to by the Underwriters Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinin this Agreement, will be validly issued and issued, fully paid and non-assessable; and the . The issuance of the Securities is not subject to the preemptive rights, co-sale rights, rights of first refusal or other similar rights of any securityholder of the CompanyCompany or any other person or entity. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Pricing Disclosure Package and the Prospectus and such description conforms, statements conform in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.;

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been cancelled with respect to the offering of the Securities in accordance with their terms and all applicable laws. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package Package, the Prospectus and the European Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-non assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except for any such rights which have been satisfied or waived. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package Prospectus and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters Placement Agent pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and are not subject to calls for any additional payments (non-assessable); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been validly waived. The Common Stock conforms, in all material respects, Ordinary Shares conform to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package Statement and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-non assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased subscribed for by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and not subject to calls for any additional payments (non-assessable); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth hereinherein and the U.S. Purchase Agreement, respectively, will be validly issued and fully paid and non-assessable; the Common Stock conforms in all material respects to all statements relating thereto contained in the Prospectuses and such description conforms to any description thereof set forth in the stock certificates evidencing the Common Stock, the Company's Restated Certificate of Incorporation and bylaws; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities in the Offering is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased subscribed for by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and not subject to calls for any additional payments (non-assessable); and the issuance of the Securities Securities, from the Company to the Underwriters, is not subject to the preemptive or other similar rights of any securityholder shareholder of the Company. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, ADSs and Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder. The ADSs comprising the Securities will be entitled to the benefits of the Deposit Agreement.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinin this Agreement, will be validly issued and fully paid and non-assessable; and the . The issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany or any other person or entity. The terms of the Common Stock conforms, Shares conform in all material respects, respects to all statements relating and descriptions related thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, statements and descriptions conform to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights or rights of first refusal or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities pursuant to this Agreement is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities pursuant to this Agreement is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; , and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been validly waived. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, descriptions conform to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be duly and validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and not subject to calls for any additional payments (non-assessable); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been waived. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, capital stock of the Company conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company, except as have been duly and validly waived. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except for any such rights which have been satisfied or waived. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package Prospectus and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessablenonassessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, statements conform in all material respects, respects to the rights set forth in the instruments defining the same. No holder of any of the Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when the Securities have been issued and delivered by the Company pursuant to this Agreement against payment of therefor in accordance with this Agreement, the consideration set forth herein, Securities will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder security holder of the Company. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of any of the Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities by the Company is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conformsShares conform, in all material respects, to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus Prospectuses and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, in all material respects, conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.such

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the Company. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.the

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement andPlacement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company pursuant to this Agreement or a duly authorized committee thereof, or a duly authorized executive committee, against payment of the consideration set forth therefor as provided herein, will be duly and validly authorized and issued and fully paid and non-assessable; and the issuance of the Securities is Placement Shares will not be subject to the preemptive or other similar rights of any securityholder of the CompanyCompany that have not been duly and validly waived in writing. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package Statement and the Prospectus and such description conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities Placement Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by resolution of the directors of the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement following the Reorganization Transaction against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company will have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement at the Closing Time, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued in compliance with Swiss law and fully paid and non-assessable; and the statutory preemptive rights of the existing shareholders of the Company with respect to the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Companywill have been validly set aside. The Common Stock conforms, in all material respects, Securities conform to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyCompany or any other person. The Common Stock conforms, Ordinary Shares conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company, except as have been duly waived as of the date of this Agreement. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus Prospectus, and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities is or will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company pursuant to this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities pursuant to this Agreement is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, Shares conform in all material respects, respects to all the statements relating thereto contained in the Registration Statement, the Time of Sale General Disclosure Package and the Prospectus and such description conforms, conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.