Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus (other than for subsequent issuances, if any, pursuant to equity compensation plans or arrangements, or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rights, in each case described in the Registration Statement and the Prospectus). The share capital of the Company, including the Common Shares, conforms in all material respects to each description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for or that can be settled in, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus. The descriptions of the Company’s equity compensation plans or arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, equity, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to equity compensation plans or arrangementsemployee benefit plans, free shares or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rightswarrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case described referred to in the Registration Statement and the Prospectus). The share capital of the Company, including the Common SharesADSs, conforms in all material respects to each description thereof contained in the Prospectus. All of the issued and outstanding Common Shares and any outstanding ADSs have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly authorized and validly issuedissued (by the Depositary in the case of American Depositary Receipts (“ADRs”)), are fully paid and nonassessable non-assessable and freely negotiable and have been issued in compliance with French law and, to the extent applicable, all applicable United States federal, state and local securities laws. None of the outstanding Common Shares was or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly excluded, waived or satisfied. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for or that can be settled infor, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s equity compensation (i) stock option, stock bonus and other stock plans or arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly presents present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, equity, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, authorized and issued and outstanding share capital of the Company is as set forth in each Applicable Prospectus under the Registration Statement and the Prospectus caption “Capitalization” (other than for subsequent issuances, if any, pursuant to equity compensation employee benefit plans or arrangements, described in the Time of Sale Prospectus or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rights, described in each case described in the Registration Statement and the Applicable Prospectus). The share capital All of the Company, including Offered ADSs and the Common Shares, conforms Underlying Shares conform in all material respects to each the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Ordinary Shares (including the Ordinary Shares owned by Selling Shareholders and the Ordinary Shares to be purchased by Selling Shareholders pursuant to an exercise by any such Selling Shareholder of an option pursuant to an Option Exercise Notice) have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly and validly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable securities lawsnot subject to further assessment. None of the outstanding Common issued Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for or that can be settled infor, any share capital or capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement and the each Applicable Prospectus. The descriptions description of the Company’s equity compensation share option, share bonus and other share plans or arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, set forth in the Registration Statement and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, equity, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, under this Agreement, pursuant to equity compensation employee benefit plans or arrangements, described in the Prospectus or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rightswarrants, in each case described in the Registration Statement and the Prospectus). The share capital of the Company, Ordinary Shares (including the Common Shares, conforms ) conform in all material respects to each the description thereof contained in the Prospectus. All of the issued and outstanding Common Ordinary Shares have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal, state and local, including Israeli, securities laws. None of the outstanding Common Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities or other rights convertible into or exchangeable or exercisable for or that can be settled infor, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus. The descriptions of the Company’s equity compensation compensation, stock option, stock bonus and other stock plans or similar arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, set forth in the Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, equity, options and rights. With respect to the options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Plans”), (i) each Share Option purported to be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto within a reasonable period of time following such grant, and (iii) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” and “Description of Share Capital” (other than for subsequent issuances, if any, pursuant to equity compensation plans or arrangementsshare incentive plans, or upon the exercise of outstanding phantom equity, rights to receive shares, options or conversion rightswarrants, in each case described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the Common SharesShares and the Offered ADSs, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Ordinary Shares and all outstanding ADSs have been (except that all shares that are or may be issued pursuant to any equity compensation plan or arrangement, when vested or settled in accordance with the respective terms thereof, or that are issued upon the exercise of option or conversion rights, will be) duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable securities laws. None of the outstanding Common Ordinary Shares or ADSs was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conform to the Companies Law of the Cayman Islands and to any requirements of the Company’s organizational documents. There are no authorized or outstanding phantom equity, rights to receive shares, options, conversion rights, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for or that can be settled infor, any share capital of the Company or any of its subsidiaries and consolidated affiliated entities other than those described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s equity compensation stock option, stock bonus and other stock plans or arrangements, and the phantom equity, rights to receive shares, options or other rights granted thereunder, set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, equity, options and rights. The ADRs evidencing the Offered ADSs are in due and proper form.