Common use of Capitalization Clause in Contracts

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities Underwritten Shares or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities Underwritten Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 SecuritiesUnderwritten Shares. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Common Stock Equivalents”)) and is outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in Schedule 2.11. Except as set forth in the Registration StatementSchedule 2.11, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectusset forth on Schedule 2.11, 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 or the capital stock 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, options or Ordinary Shares Equivalents any securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or capital stock other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of any SubsidiaryCommon Stock. The issuance and sale of the Exchange Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits; provided, recapitalizationshowever, and the like) except as explicitly provided herein, such waiver applies to the exercise or conversion price, have Exchange Securities and no other waivers are granted nor shall this provision impact the rights of any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 holder subsequent to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreementthis exchange. All of the outstanding Ordinary Shares shares of capital stock of the Company have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities lawsnonassessable, and none of such outstanding Ordinary Shares was shares 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 Board of Directors or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there There are no shareholders agreements, voting shareholders’ agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the ProspectusSEC Reports. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic or current report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options or restricted stock units under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Common Stock, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)receive, Common Stock. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities Shares or as disclosed in the Registration Statement, and the ProspectusSEC 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 shares of Preferred Stock, Common Stock or the 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 Preferred Stock, Common Stock or Ordinary Shares Common Stock Equivalents or 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 shares of Preferred Stock, Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in for the Registration Statement, redemption terms of the Preferred Stock and the Prospectuscompany rights of repurchase that may be applicable to exercised stock options or to restricted stock units, 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 provided in the Company’s equity incentive plan, the Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 (a) All of the Company as outstanding Fund Interests consist of (i) general partnership interests, which are not designated in terms of units; and (ii) 4,000,000 units of limited partnership interests. (b) There are no (i) equity securities of any class of the date hereof is as set forth in Fund or any of its Subsidiaries (other than the Registration Statement, Fund Interests and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise securities of any such Subsidiary that are directly or indirectly owned by the Fund), or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding, or (ii) options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Fund or any of its Subsidiaries is a party or by which the Fund or any of its Subsidiaries is bound obligating the Fund or any of its Subsidiaries to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, additional equity securities of the Company Fund or the any of its Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at or any time, including, without limitation, any debt, preferred shares, right, option, warrant security or other instrument that is at any time rights convertible into or exchangeable or exercisable for any such securities. Neither the Fund nor any of its Subsidiaries has outstanding any equity appreciation rights, phantom equity, performance based rights or exchangeable for, similar rights or otherwise entitles the holder thereof to receive obligations (“Ordinary Shares Equivalents”contingent or otherwise). No Person has To the Fund’s Knowledge, there are no agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any of the Fund Interests or equity of any of its Subsidiaries. (c) All of the outstanding Fund Interests have been duly authorized, are validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right of participation, or any similar right to participate in the transactions contemplated by the Offering Materials. Except as a result under any provision of the purchase and sale of FRULPA, the Securities Fund LP Certificate, the Fund LP Agreement or as disclosed in the Registration Statement, and the Prospectus, there are no outstanding options, warrants, scrip rights any agreement 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 or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company Fund is a party or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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 securitiesotherwise bound. There are no securities obligations, contingent or otherwise, of the Company Fund or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Fund Interests or to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, the Fund or any Subsidiary that have of the Fund or any anti-dilution or similar adjustment rights (other entity, other than adjustments for stock splits, recapitalizations, and guarantees of bank obligations of Subsidiaries of the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth Fund entered into in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments ordinary course 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 stock” plans or agreements or any similar plan or agreement. business. (d) All of the outstanding Ordinary Shares equitable interests of each of the Company Fund’s Subsidiaries are duly authorizedauthorized and validly issued and free of preemptive rights and all such interests are owned, validly issuedof record and beneficially, fully paid by the Fund or another Subsidiary of the Fund free and non-assessableclear of all security interests, have been issued liens, claims, pledges, agreements, limitations in compliance in all material respects with all federal and state securities lawsthe Fund’s voting rights, and none of such outstanding Ordinary Shares was issued in violation charges or other encumbrances of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization nature. (e) There are no restrictions of any shareholder, kind which prevent the Board payment of Directors or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements dividends or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among distributions by any of the CompanyFund’s shareholdersSubsidiaries, and neither the Fund nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) to or in any Person.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, capital stock other than pursuant to employment agreements, consulting agreements, the Company’s equity incentive plansplan, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Common Stock, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Stock (“Ordinary Shares Common Stock Equivalents”)) and is outstanding as of the date of the most recently filed amendment to the Registration Statement. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 shares of Common Stock or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterUnderwriters) 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. There Except or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 described in the Registration Statement, and Company’s most recent periodic report filed with the ProspectusCommission. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans and employee stock purchase plans, pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any timeExchange Act and issuances of equity securities for equity compensation purposes, includingapproved by the Board of Directors, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, in the ordinary course of business or otherwise entitles disclosed by the holder thereof to receive (“Ordinary Shares Equivalents”)Company in its SEC Reports. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate Except as described in the transactions contemplated by Company’s most recent periodic report filed with the Offering Materials. Except Commission or as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusShares, 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 or the capital stock 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 Shares Equivalents Common Stock Equivalents, other than issuances of equity securities for equity compensation purposes, approved by the Board of Directors, in the ordinary course of business or capital stock of any Subsidiaryotherwise disclosed by the Company in its SEC Reports. The issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for as disclosed in the operating agreement of the CompanySEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 As of the date hereof, the authorized capital stock of the Company as consists of: (i) 45,000,000 shares of Common Stock, par value $0.00001 per share (the date hereof is as set forth in “Common Stock”); and (ii) 5,000,000 shares of preferred stock, par value $0.00001 per share (the Registration Statement, and the Prospectus“Preferred Stock”). The Company has not issued any Ordinary Shares since As of the date of this Agreement, other than pursuant to the Company has 6,220,190 shares of Common Stock issued and outstanding and 180,000 shares of Series A Preferred Stock issued and outstanding. The Company’s equity incentive plansBoard of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the issuance of Ordinary Shares to employees, directors voting power or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities other rights of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right holders of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreementCommon Stock. All of the issued and outstanding Ordinary Shares shares of the Company Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none . No shares of such outstanding Ordinary Shares was issued in violation Common Stock or Preferred Stock of any the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the Company’s pending registration statement on Form S-1 filed with the SEC on October 22, 2018 (the “Registration Statement”) or as otherwise set forth in this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for for, puts, calls, rights of first refusal, agreements, understandings, claims or purchase securities. No further approval other commitments or authorization rights of any shareholdercharacter whatsoever relating to, the Board or securities or rights convertible into or exchangeable for any shares of Directors or others is required for the issuance and sale capital stock of the Securities. Except for Company or any of its Subsidiaries, or arrangements by which the operating agreement Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the CompanyCompany or any of its Subsidiaries, (ii) there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to arrangements under which the Company or any of its Subsidiaries is a party or, obligated to register the knowledge sale of any of its or their securities under the Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the CompanyNote or the Conversion Shares. The Company has filed with the SEC in its Registration Statement or in registration statements filed under the Act and amendments thereto during the period from October 11, between or among any 2016 through July 12, 2017, which registration statement and amendments were withdrawn on August 23, 2017 (collectively, the “SEC Documents”), true and correct copies of the Company’s shareholdersCertificate of Incorporation as in effect on the date hereof and thereof (the “Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Purchaser with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, Statement and the Prospectus. The Company has not issued any Ordinary Shares since the date of this AgreementFebruary, 2022, other than (i) “Item 7. Recent sales of unregistered securities”, (ii) pursuant to the Company’s equity incentive plansplans as described in the Registration Statement and the Prospectus (the “Company Incentive Plans”), (iii) the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans Company Incentive Plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Ordinary Shares (“Ordinary Shares Share Equivalents”)) as described in the Registration Statement and the Prospectus, and (iv) Pre-IPO raising as described in the Registration Statement and the Prospectus. No Person has any right of first refusal, preemptive right, right or right of participation, or any similar right to participate in the transactions contemplated by the Offering Materialsthis Agreement. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, Statement 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 or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The Except as disclosed in the Registration statement or the Prospectus, the issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There Except as disclosed in the Registration statement or the Prospectus, there are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreementagreement relating to rights in Ordinary Shares. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state applicable securities laws, and none of such outstanding Ordinary Shares 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 Offered Securities. Except for as disclosed in the operating agreement of Registration statement or the CompanyProspectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares or other securities of the Company 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 in on Schedule 3.1(g), which Schedule 3.1(g) shall also include the Registration Statementnumber of Ordinary Shares owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares Shares, Ordinary Share Equivalents or ADSs to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)Share Equivalents outstanding. 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 Offering MaterialsTransaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock of any SubsidiaryShares, 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 Shares Equivalents or capital stock of any SubsidiaryShare Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ADSs or Ordinary Shares or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities lawslaws where applicable, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 immediately prior to the date hereof is Closing is, in all material respects, as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)SEC Reports. No Person has (i) any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering Materials. Except Transaction Documents except for such, if any, as a result will have been validly waived before the Closing and (ii) except pursuant to the operation of agreements filed as exhibits to the purchase SEC Reports before the date of this Agreement and sale of the Securities or as disclosed set forth in the Registration Statement, and the ProspectusSEC 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, acquire any Ordinary Shares or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Other than 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the ProspectusSEC Reports. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic or current report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents, except for such rights as have been waived. Except as a result of the purchase and sale of the Securities or and as disclosed set forth in the Registration Statement, Statement and the ProspectusSEC 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The Except as set forth in the Registration Statement and Prospectus, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsUnderwriters). Except as set forth in the SEC Reports, the Registration Statement, and Statement or the Prospectus, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that contain any redemption adjusts the exercise, conversion, exchange or similar provisions, and there are no contracts, commitments, understandings reset price of such security or arrangements instrument upon an issuance of securities 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Securities. Except for as set forth in the operating agreement of Registration Statement and the CompanySEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, capital stock other than pursuant to employment agreements, consulting agreements, the Company’s equity incentive plansplan, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Ordinary Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Ordinary Shares (“Ordinary Shares Equivalents”)) and is outstanding as of the date of the most recently filed amendment to the Registration Statement. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There Except or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the best knowledge of the CompanyCompany after due inquiry, between or among any of the Company’s shareholders.

Capitalization. The capitalization of the Company as of the date hereof set forth therein is as set forth in the Registration Statement, and the ProspectusSEC Reports. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or and as disclosed set forth in the Registration Statement, and the ProspectusSEC 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 shares of Common Stock or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) and will not result Purchasers). Except as set forth in a right the SEC Reports, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the ProspectusSEC 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 in on Schedule 3.1.7, which Schedule 3.1.7 shall also include the Registration Statementnumber of shares of Common Stock owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Other than as stated in Schedule 3.1.7, the Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)employee stock purchase plans. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities set forth in Schedule 3.1.7, or as disclosed in the Registration Statement, and the Prospectuspursuant to this 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 shares of Common Stock or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) and will not result Purchasers). Except as set forth in a right Schedule 3.1.7, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the ProspectusSchedule 3.1.7, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 as set forth in hereof, the Registration Statement, and the Prospectus. The Company has not issued any (i) 28,783,929 Ordinary Shares since issued and outstanding, which includes 5,582,328 Ordinary Shares issued to the date Depositary to facilitate future issuance of this Agreement, other than pursuant to ADSs upon exercise of options under the Company’s equity incentive plansIncentive Plan, the issuance of (ii) 14,188,400 Ordinary Shares to employees, directors or consultants issuable pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or outstanding Equity Securities exercisable or exchangeable for, or otherwise entitles convertible into, any capital shares of the holder thereof Company or pursuant to receive the Company’s Incentive Plan, and (“iii) 243 Ordinary Shares Equivalents”)available for issuance under the Company’s Incentive 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 Offering Materials. Except as a result All of the purchase issued and sale outstanding Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights of any Persons and similar rights and were issued in compliance with all applicable securities Laws. Other than the Securities or as disclosed in the Registration Statement, and the ProspectusCompany’s Incentive Plan, 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 or Equity Securities of the capital stock of any SubsidiaryCompany, or contracts, commitments, understandings or arrangements Contracts by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock of any Subsidiary. The issuance and sale Equity Securities of the Company, or securities or rights convertible or exchangeable into Equity Securities will not obligate of the Company. None of the Company or any Subsidiary to issue Ordinary Shares or other securities its Subsidiaries is subject to any Person obligation (other than the Underwritercontingent or otherwise) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange purchase or reset price under otherwise acquire or retire any of such securitiesits outstanding Equity Securities. There are Except as disclosed in the SEC Filings and except as provided in this Agreement, no Person has the right to require the Company to register any Equity Securities of the Company with the SEC or any other Governmental Authority, whether on a demand or piggy-back basis or in connection with the registration of securities of the Company for its own account or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation account 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersPerson.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Final Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date Securities Exchange Act of this Agreement1934, as amended (the “Exchange Act”), other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Common Stock, including, without limitation, any debt, preferred sharesstock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Stock (“Ordinary Shares Common Stock Equivalents”)) outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person (other than those Persons who have waived any such rights in writing in connection with this Offering) 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 Offering Materialstransactions contemplated pursuant to the Final Prospectus. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration StatementSecurities, and the Prospectusas set forth on Schedule 2(j) attached hereto, 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterInvestors) and and, except as set forth on Schedule 2(j), 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for as is disclosed in the operating agreement of the CompanyRegistration Statement, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 (a) Section 3.4(a) of the Company Disclosure Schedule sets forth a correct and complete list, in each case as of the date hereof is as hereof, of (i) the name and jurisdiction of organization of each Subsidiary of the Company, (ii) the limited liability company or other Equity Interests of the Company and each of its Subsidiaries, (iii) the number of authorized issued and outstanding limited liability company interests or other Equity Interests of the Company and each of its Subsidiaries and all holders thereof and (iv) with respect to any Company Profits Units, the grant date, the unit hurdle price or amount, any expiration date and any vesting schedule. All outstanding limited liability company interests of the Company and each of its Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 Organizational Documents of the Company or such Subsidiary. The Company does not have any share appreciation , as applicable), rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights first refusal or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholderrights, the Board of Directors or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party orand, to the knowledge of the Company, between or among are owned free and clear of any of Liens other than those imposed under the Company’s shareholdersor any of its Subsidiaries’ Organizational Documents, as applicable or applicable securities Laws. Except as set forth in the Company LLC Agreement, there are no options, warrants, equity securities, calls, rights, commitments or agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or such Subsidiary, as applicable, to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional limited liability company interests or other Equity Interests of the Company or any of its Subsidiaries or any security or rights convertible into or exchangeable or exercisable for any such limited liability company interests or other Equity Interests, or obligating the Company or any of its Subsidiaries to enter into any commitment or agreement containing such obligation. Except as set forth on Section 3.4(a) of the Company Disclosure Schedule, there are no Equity Interests of the Company or any of its Subsidiaries, or any security exchangeable into or exercisable for such Equity Interests, issued, reserved for issuance or outstanding. Except as set forth on Section 3.4(a) of the Company Disclosure Schedule, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company or any of its Subsidiaries. As a result of the consummation of the Transactions, except as expressly contemplated by this Agreement and the Transaction Documents, no Equity Interests of the Company or any of its Subsidiaries are issuable. (b) All of the issued and outstanding securities of the Company and its Subsidiaries have been granted, offered, sold and issued in material compliance with all applicable securities Laws. Except as set forth in the Company Support Agreements and the Organizational Documents of the Company or its Subsidiaries, as applicable, there are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Equity Interests of the Company or its Subsidiaries. Except as set forth in the Organizational Documents of the Company or its Subsidiaries, as applicable, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interests or securities of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries granted any registration rights to any Person with respect to any Equity Interests of the Company or any of its Subsidiaries (other than pursuant to the Registration Rights Agreement). As a result of the consummation of the Transactions, except as expressly contemplated by this Agreement and the Transaction Documents, no rights in connection with any interests, warrants, rights, options or other securities of the Company or any of its Subsidiaries accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any capital stock, securities convertible into capital stock or any other Equity Interest in any Person (other than an Acquired Company), nor is the Company or any of its Subsidiaries a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity (other than an Acquired Company). There are no outstanding contractual obligations of an Acquired Company to make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the effective date of this Agreementthe Registration Statement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 in the Registration StatementProspectus, which Prospectus shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth in the Prospectus. The , the Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options or vesting of restricted stock under the Company’s equity incentive plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof Exchange Act. Other than the Placement Agent to acquire Ordinary Shares at any timeact in said capacity, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or and as disclosed set forth in the Registration Statement, 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 shares of Common Stock or the capital stock of any Subsidiary, as applicable, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary Subsidiary, as applicable, is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Shares Common Stock Equivalents or capital stock of any Subsidiary, as applicable,. The issuance and sale of the Securities will not obligate the Company or any Subsidiary Subsidiary, as applicable, to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsPurchasers). Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments of the Company or any Subsidiary Subsidiary, as applicable, 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, as applicable,. Except as set forth in the Prospectus, there are no outstanding securities or instruments of the Company or any Subsidiary, as applicable, that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary Subsidiary, as applicable, is or may become bound to redeem a security of the Company or such Subsidiary, as applicable,. The Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 has duly and validly authorized capital stock as set forth in the Registration Statement, and the Prospectus. The All outstanding shares of capital stock of the Company has not are duly authorized, validly issued, fully paid and nonassessable and have been issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any in compliance with all applicable securities laws. No securities of the Company are entitled to preemptive or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timesimilar rights, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No and 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or and except for the warrants being issued to the Placement Agents (as disclosed in defined below) concurrently with the Registration Statement, and issuance of the ProspectusSecurities, 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 or the capital stock 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 Shares Equivalents securities or capital stock rights convertible into or exercisable or exchangeable for shares of Common Stock. There are no anti-dilution or price adjustment provisions contained in any Subsidiary. The security issued by the Company (or in any agreement providing rights to security holders) which are not otherwise disclosed in the SEC Reports and the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterBuyer) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, number of issuable shares, exchange or reset price under any of such securities. There The Company will not authorize the issuance of any additional securities unless there are no securities sufficient authorized shares of the Company Common Stock (or any Subsidiary that have any successor security thereto) available, taking into account all potential adjustments or anti-dilution or similar adjustment provisions in such securities, to satisfy the rights (other than adjustments for stock splits, recapitalizations, of the Buyer to acquire the Securities and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth underlying securities in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments event of exercise of the Company or Warrant. Further, if at any Subsidiary that contain time the number of shares of Common Stock available for issuance were insufficient for any redemption or similar provisionsreason to satisfy such rights of the Buyer, and there are no contracts, commitments, understandings or arrangements by which the Company would take immediate action to cause sufficient authorized shares to be authorized or any Subsidiary is or may become bound effect a reverse stock split to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights or similar rights provide sufficient shares 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersbe available.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Common Stock Equivalents”)) and is outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, Preliminary Prospectus and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Common Stock, including, without limitation, any debt, preferred sharesstock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Stock (“Ordinary Shares 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterInvestors) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for as is disclosed in the operating agreement of the CompanyRegistration Statement, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 All of the authorized and outstanding shares of the capital stock of the Company as of the date hereof is as set forth in the Registration Statement, and each Subsidiary and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder ownership thereof to acquire Ordinary Shares at any time, (including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right ownership interests of first refusal, preemptive right, right of participation, or any similar right to participate FondElec and Internexus in the transactions contemplated Company) are described in the Disclosure Letter. All of the issued and outstanding shares of stock of the Company and of each of the Subsidiaries have been duly authorized, are validly issued, fully paid, and are non-assessable, are owned by the Offering Materials. Except as a result Company (with respect to the stock of the purchase and sale of the Securities or as disclosed in the Registration StatementSubsidiaries), and the Prospectusholders thereof (with respect to the stock of the Company), free of claims, charges or encumbrances, and were not issued in violation of any preemptive rights. Other than the Series C Warrants, the FondElec/Internexus Warrants and the options provided for in the Option Agreement, there are no outstanding or authorized options, warrants, scrip rights to subscribe topurchase rights, calls preemptive rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments of that could require 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 or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the CCI Company or any of their respective subsidiaries to issue, sell, or otherwise cause to become outstanding any additional or other capital stock. Neither the Company nor any Subsidiary is under any obligation (contingent or may become bound otherwise) to issue additional Ordinary Shares repurchase or Ordinary Shares Equivalents otherwise acquire, redeem or capital stock retire any of its equity interests or any Subsidiarywarrants, options or other rights to acquire its equity interests. The issuance and sale of the Securities will not obligate Neither the Company nor any of its Subsidiaries is a party or any Subsidiary to issue Ordinary Shares or other securities subject to any Person (other than agreement or understanding, and, to the Underwriter) and will not result in best of their Knowledge, there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any security or the voting by a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no securities director of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splitsof its Subsidiaries. The Series C Shares, recapitalizationsthe Series C Warrants, the FondElec/Internexus Warrants, the Options and the like) Common Stock and Series C Shares to be issued upon the exercise or conversion priceof those Securities, have any exchange rightswhen issued, or reset rights. Except as set forth sold and delivered by the Company in accordance with the Registration Statement, and the Prospectus, there are no outstanding securities or instruments terms of the Company CCI Stock Purchase Agreements, the Series C Warrant, the FondElec/Internexus Warrant or any Subsidiary that contain any redemption or similar provisionsthe Option Agreement, as appropriate, will be duly authorized 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessableassessable shares of the capital stock of the Company with the rights, have been issued preferences and privileges described in compliance Schedule 1 of the CCI Shareholders' Agreement. Upon issuance, sale or delivery, each Investor will receive good and marketable title to the Securities, free and clear of all claims and Liens, other than those arising under the Transactions Documents. The Salvador Shares, when issued, sold and delivered by CCI Salvador in all material respects accordance with all federal the terms of the Salvador Subscription Agreement, will be duly authorized and state securities lawsvalidly issued, fully paid and non-assessable shares of capital stock of CCI Salvador with the rights, preferences and privileges described in Schedule 1 thereto, and none will be free and clear of such outstanding Ordinary 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, all adverse claims other than those arising under the Board of Directors or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersTransaction Documents.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Ordinary Shares (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, and the ADS Registration Statement 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the ADS Registration Statement and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the issued and outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities applicable laws, and none of such issued and outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 Data443 is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include (i) the number and type of all securities of the Company issued and outstanding, including without limitation the number shares of Common Stock and other classes capital stock of the Company issued and outstanding, the number and type of all securities of the Company convertible or exercisable into, or exchangeable or redeemable for, shares of Common Stock, and for any such securities, the number of shares of Common Stock into which such securities are currently convertible, exercisable, exchangeable or redeemable, as applicable, and (ii) the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectushereof. The Company Data443 has not issued any Ordinary Shares since the date of this Agreementcapital stock other than as listed on Schedule 3.1(g), other than pursuant to the Company’s equity incentive plansexercise of employee stock options under any applicable Equity Incentive Plan, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or the Subsidiaries which would entitle the holder thereof date of Closing. Other than with regard to acquire Ordinary Shares at any timeExempt Issuances, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities and securities issued to employees, officers or as disclosed in the Registration Statementdirectors, or former employees, officers or directors and the Prospectusother service providers or former service providers of each Company pursuant to such Equity Incentive Plan or otherwise, 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 shares of Common Stock or the capital stock of any the Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any the Subsidiary is or may become bound to issue additional Ordinary Shares shares of Common Stock or Ordinary Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the any Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchaser) and will not result in a right of any holder of Company that Company’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments of the Company or any the Subsidiary that contain any redemption or similar provisions, and there are no contractscontractors, commitments, understandings understandings, or arrangements by which the Company or any the Subsidiary is or may become bound to redeem a security of the Company or such the Subsidiary. The Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 or other equity holder, as applicable, the Board of Directors or others is required for the issuance and sale of the Securities. Except for the operating agreement of the CompanyOther than as 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 Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors plans or consultants pursuant to the Company’s equity incentive employee stock purchase plans and or pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any timeExchange Act. Except for the Series C Convertible Preferred Stock holders, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 shares of Common Stock or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of Except for the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the ProspectusSeries C Convertible Preferred Stock, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 As of the dates indicated in the Registration Statement and the Prospectus, the authorized, issued and outstanding shares of capital stock of the Company as of the date hereof is were as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares since Prospectus in the date of column headed “Actual” under the section thereof captioned “Capitalization” and, after giving effect to the Offering and the other transactions contemplated by this Agreement, other than pursuant to the Company’s equity incentive plansRegistration Statement, the issuance of Ordinary Shares to employees, directors or consultants pursuant to General Disclosure Package and the Company’s equity incentive plans and pursuant to Prospectus (excluding the conversion and/or exercise of any securities sale of the Company or Option Shares, if any), will be as set forth in the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (column headed “Ordinary Shares Equivalents”)Pro Forma As Adjusted” in such section. 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 Offering MaterialsTransaction Documents. Except Other than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange Underwriters or reset price under any of such securities. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) pursuant to the exercise or conversion price, have any exchange rights, or reset rightsSecurities issued hereby). Except as set forth in the Registration Statement, the General Disclosure Package 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 set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization The authorized shares of any shareholderthe Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Board of Directors or others is required for General Disclosure Package and the issuance Prospectus. The offers and sale of the Securities. Except for the operating agreement 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. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 equity capitalization of the Company as of the date hereof is as set forth in the Registration Statement, Statement and the ProspectusSEC Reports as of the dates indicated therein. The All of the issued and outstanding shares of Common Stock are fully paid and non-assessable and have been duly and validly authorized and issued, in compliance with all federal and state securities laws and not in violation of or subject to any preemptive or similar right that entitles any person to acquire from the Company has not issued any Ordinary Shares since the date of this Agreement, Common Stock or other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities security of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timesecurity convertible into, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right of first refusal, preemptive right, right of participation, Common Stock or any similar right other such security, except for such rights as may have been fully satisfied or waived prior to participate in the transactions contemplated by the Offering Materialsdate hereof. Except as a result of the purchase and sale of the Securities or as disclosed set forth in the Registration StatementSEC Reports or on Schedule 3.1(i), and the Prospectus, there are Company has 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 or the capital stock 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 Common Stock or Ordinary Shares Common Stock Equivalents and no Person has any right of first refusal, pre-emptive right, right of participation, or capital stock of any Subsidiarysimilar right to participate in the transactions contemplated by the Transaction Documents. The Except as set forth in the SEC Reports, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no outstanding securities or instruments of the Company with any provision that adjusts the exercise, conversion, exchange or any Subsidiary that have any anti-dilution reset price of such security or similar adjustment rights instrument upon an issuance of securities by the Company (other than adjustments for in connection with a stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightssplit). Except as set forth in the Registration Statement, and the Prospectus, 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 an equity security of the Company or such SubsidiaryCompany. The Company does not have any share stock appreciation rights or “phantom stockshare” plans or agreements or any similar plan or agreement. All of Except as set forth in the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the CompanySEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, the Base Prospectus, the Prospectus Supplement and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans employee stock purchase plan and pursuant to the conversion and/or or exercise of any securities of the Company exercisable, exchangeable or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant 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 (“Ordinary Shares 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 Offering Materialsthis Agreement. Except (i) pursuant to the Company’s stock option plans and (ii) pursuant to agreements or instruments filed as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectusexhibits to Incorporated Documents, 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 or the capital stock 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 Shares Equivalents or capital stock 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 shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Ordinary Shares (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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. (a) The capitalization authorized capital stock of the Company as consists of 8,000,000 shares of common stock, par value $.40 per share, of which 4,051,110 shares are issued and 3,620,343 shares are outstanding, all of which are fully paid and nonassessable. All the date hereof is as set forth issued and outstanding shares of Common Stock have been duly authorized and validly issued and were not issued in the Registration Statement, and the Prospectuscontravention of any preemptive rights. The Company has does not issued have authorized or outstanding any Ordinary Shares since the date other class of this Agreement, other than pursuant to the Company’s debt or equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitationsecurities, any debt, preferred shares, right, option, warrant warrant, agreement, commitment, or subscription of any kind obligating it to sell, issue, redeem, transfer, repurchase, or otherwise acquire any shares of its capital stock, or any securities convertible into or exchangeable for shares of its capital stock or any right, option, warrant, or subscription to acquire any of its capital stock, other than options issued or to be issued under the Stock Option Plan. To the Company’s knowledge, no proxy, voting trust, voting agreement, shareholder agreement, or other instrument agreement, arrangement, or understanding of any kind exists that entitles any person other than the record owner of any shares of capital stock of the Company to vote those shares or to exercise any right or power (including a right of consent or approval) in respect of those shares. (b) All the issued and outstanding capital stock of the Subsidiaries has been duly authorized and validly issued and is at fully paid, nonassessable, and owned of record and beneficially by the Company, free and clean of any time Lien (other than Liens in favor of the Existing Lender), assessment, adverse claim, preemptive right, contract for sale, option to purchase, right of first refusal, or restriction on transfer, except for transfer restrictions imposed by state and federal securities laws, and are not subject to any proxy, voting trust, shareholder agreement, or other agreement with respect to the voting or transfer of any of the stock. Except for the class of capital stock owned by the Company, neither of the Subsidiaries has authorized or outstanding any other class of debt or equity securities, any right, option, warrant, agreement, commitment, or subscription of any kind obligating it to sell, issue, redeem, transfer, repurchase, or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable or exchangeable forfor shares of its capital stock or any right, option, warrant, or otherwise entitles the holder thereof subscription to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under acquire any of such securities. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 its capital stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Share Equivalents”)) and is outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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. (a) Disclosure Schedule 3.2(a) sets forth: (i) the designation, par value, and number of authorized shares of all classes of capital stock of the Company; and (ii) the issued and outstanding capital stock of the Company. (b) All outstanding shares of Company capital stock have been duly authorized and validly issued in accordance with the Organizational Documents and are fully paid and nonassessable. (c) The capitalization Company has no equity compensation plans that contemplate the issuance of equity interests of the Company as (or securities convertible into or exchangeable for equity interests of the date hereof Company). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Company stockholders may vote is as set forth in issued or outstanding. There are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, rights of first refusal, or other rights, convertible or exchangeable securities, or written agreements obligating the Registration StatementCompany or any of its Subsidiaries to issue, and the Prospectus. The Company has not issued transfer, or sell any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plansinterest in, the issuance of Ordinary Shares to employeesCompany or securities convertible into or exchangeable for such equity interests, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities (ii) obligations of the Company or the any of its Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timerepurchase, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable forredeem, or otherwise entitles acquire any equity interests of the holder thereof to receive Company or any such securities or agreements listed in clause (“Ordinary Shares Equivalents”). No Person has any right i) of first refusal, preemptive right, right of participationthis sentence, or any (iii) proxy agreements or voting trusts or similar right agreements to participate in the transactions contemplated by the Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary of its Subsidiaries is or may become bound a party with respect to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock the voting of the equity interests of the Company. Except as contemplated by this Agreement, the Company has not entered into any agreements regarding the registration of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no equity securities of the Company under the Securities Act. (d) Neither the Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or any Subsidiary that have other investment in any anti-dilution other Person. (e) (i) all of the issued and outstanding equity interests of each of the Subsidiaries are owned, directly or similar adjustment rights indirectly, by the Company, free and clear of any Liens (other than adjustments except for stock splitssuch restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Organizational Documents of such Subsidiaries, recapitalizationsas applicable), and the like) to the exercise or conversion price, all such ownership interests have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are been duly authorized, validly issued, and are fully paid (to the extent required in the Organizational Documents of such Subsidiaries, as applicable) and non-assessableassessable (except as such nonassessability may be affected by matters described in Sections 17-303, have been issued in compliance in all material respects with all federal and state securities laws17-607, and none 17-804 of such outstanding Ordinary Shares was the Delaware Revised Uniform Limited Partnership Act and Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act), and (ii) neither the Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or any other investment in any other Person. (f) The Purchased Securities being issued to the Purchaser hereunder will be duly authorized by the Company pursuant to the Organizational Documents of the Company prior to the Closing and, when issued and delivered by the Company to Purchaser in violation accordance with the terms of any this Agreement, will be validly issued, fully paid, and non-assessable and will be free of preemptive rights or similar rights to subscribe for any Liens and restrictions on transfer, other than (i) restrictions on transfer under this Agreement and under applicable state and federal securities Laws and (ii) such Liens as are created by Purchaser 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersits Affiliates.

Capitalization. The capitalization Company is authorized under its Certificate of the Company Incorporation to issue 100,000,000 shares of Common Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Filing containing such disclosure was accurate in all material respects as of the date hereof is as set forth indicated in such SEC Filing. All of the Registration Statement, issued and the Prospectus. The Company has not issued any Ordinary Shares since the date outstanding shares of this Agreement, other than pursuant to the Company’s equity incentive plans, capital stock have been duly authorized and validly issued and are fully paid and nonassessable. No Person is entitled to preemptive or similar statutory or contractual rights with respect to the issuance of Ordinary Shares to employees, directors or consultants pursuant to by the Company’s equity incentive plans and pursuant to the conversion and/or exercise Company of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timeCompany, including, without limitation, any debtthe Shares. Except for stock options approved pursuant to Company stock-based compensation plans described in the SEC Filings and securities exercisable for, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right for shares of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering Materials. Except as a result capital stock of the purchase and sale of the Securities or as Company disclosed in the Registration Statement, and the ProspectusSEC Filings, there are no outstanding warrants, options, warrantsconvertible securities or other rights, scrip rights to subscribe to, calls agreements or commitments arrangements 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 or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by under which the Company or any Subsidiary is or may become bound be obligated to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock any equity securities of any Subsidiarykind, except as contemplated by this Agreement. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. No Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. The issuance and sale of the Securities Shares hereunder will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any other Person (other than the UnderwriterInvestors) and will not result in a right the adjustment of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under of any of such securities. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 Subsidiarysecurity. The Company does not have any share appreciation outstanding stockholder purchase rights or “phantom stockpoison pill” plans or agreements or any similar plan or agreement. All of arrangement in effect giving any Person the outstanding Ordinary Shares of right to purchase any equity interest in the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none upon the occurrence of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholderscertain events.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in on Schedule 3.1(g), which Schedule 3.1(g) shall also include the Registration Statementnumber of shares of Common Stock owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Except as listed on Schedule 3.1(g), the Company has not issued any Ordinary Shares capital stock since the date filing of this Agreementits most recently filed periodic report under the Exchange Act, other than pursuant to the Company’s equity incentive plansexercise of employee stock options or settlement of restricted stock units, the issuance of Ordinary Shares to employees, directors or consultants equity-based awards pursuant to the Company’s equity incentive compensation plans and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or filing date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents which has not been or will be waived prior to or concurrent with the applicable Closing. Except as a result of the purchase and sale of the Securities or and as disclosed in the Registration Statement, and the Prospectusset 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 shares of Common Stock or Preferred Stock or the 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, Common Stock Equivalents, Preferred Stock or Ordinary Shares Preferred Stock Equivalents or the capital stock of any Subsidiary. The issuance and sale of the Securities and the issuance of securities upon the conversion or exercise of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock, Series B Preferred Stock or other securities to any Person (other than the Underwriter) and will not result in a right Purchasers). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectuson Schedule 3.1(h). The Company has not issued any Ordinary Shares capital stock since its most recently filed Form 6-K under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of ADSs and/or Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Ordinary Share Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed Form 6-K under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusProspectus or Prospectus 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 ADSs, Ordinary Shares or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue ADSs, Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result in a right Underwriters). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state applicable securities laws, and none of such outstanding Ordinary Shares shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The 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 Securities. Except for Other than as set forth in the operating agreement of the CompanySEC Reports, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares common stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Common Share Equivalents”)) and is 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 Offering Materialsoffering documents. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Common Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares common stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares common stock or other common 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 in on Schedule 3.1(g), which Schedule 3.1(g) shall also include the Registration Statementnumber of Ordinary Shares and ADSs owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report or Form 6-K under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Ordinary Share Equivalents outstanding as of the Company date of the most recently filed periodic report or Form 6_K under the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryShare Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares Shares, ADSs or other securities to any Person (other than the Underwriter) and will not result in a right Purchasers). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all non-U.S., U.S. federal and U.S. state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, General Disclosure Package, and Prospectus under the heading “Capitalization.” Except as set forth in the Registration Statement, General Disclosure Package, and Prospectus. The , the Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans employee stock purchase plans, and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents, except such rights which have been waived prior to the date hereof. Except as set forth in the Prospectus or a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, there are no outstanding options, warrants, scrip rights to subscribe to, calls calls, or commitments of any character whatsoever relating to, or securities, rights rights, or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings 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 Shares Common Stock Equivalents or 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 shares of Common Stock or other securities to any Person (other than the Underwriter) 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 securitiesUnderwriters). There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other Other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth disclosed in the Registration Statement, and the ProspectusCompany’s 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 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities lawsand other laws or the applicable statute of limitations has expired, and none of such outstanding Ordinary Shares 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 Board, or others is required for the issuance and sale of the Securities. Except for Other than what is disclosed in the operating agreement of the CompanyProspectus, there are no shareholders stockholders agreements, voting agreements agreements, or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares ordinary shares since the date of this AgreementJuly 1, 2018, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Share Equivalents”)) and is outstanding as of July 1, 2018. 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 Offering Materialsoffering documents. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares ordinary shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares ordinary shares or other ordinary 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 Set forth on the Disclosure Schedule is (i) the -------------- ------------------- authorized capital stock of each of the Company Companies, the number of shares of each class of capital stock issued and outstanding and the number of shares of Common Stock reserved for issuance in connection with employee benefit, stock option and dividend reinvestment plans, in each case, as of the date hereof is as set forth in the Registration StatementClosing Date, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectus, there are no outstanding ii) all options, warrants, scrip rights to subscribe to, calls or scrip calls, contracts, undertakings, arrangements and commitments to issue which may result in the issuance of Equity Interests of any character whatsoever relating of the Companies, in each case, setting forth the identity of the holder thereof, the exercise or similar price and the date of expiration or termination thereof. The Common Stock constitutes all of the Equity Interests of the Company, and all of the Common Stock has been duly authorized and validly issued and is fully paid and non-assessable and is not subject to any preemptive rights. The Common Stock was issued pursuant to, and within the limitations contained in, appropriate and effective Permits of each governmental authority from which any Permit was required by law. There are no subscriptions, options, warrants, calls, commitments or securitiesother rights of any kind outstanding for the purchase of, rights or obligations nor any securities convertible into or exercisable or exchangeable for, any shares of Common Stock, securities or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale Equity Interests of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsCompanies. Except as set forth in on the Registration StatementDisclosure Schedule, and one of the Prospectus, there are no outstanding Companies nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock or other securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisionsEquity Interests. Except as set forth on Disclosure Schedule, and there are no contracts, commitments, agreements or ------------------- understandings or arrangements by which the Company or between any Subsidiary is or may become bound to redeem a security of the Company or Companies and any Person granting such Subsidiary. The Company does not have Person the right to require any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of Companies to file a registration statement under the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements Securities Act with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge any securities of the Company, between or among any of the Company’s shareholdersCompanies owned or to be owned by such Person or to require any of the Companies to include such securities in any other registration statement filed by any of the Companies under the Securities Act.

Capitalization. The capitalization Seller, if applicable, or the Designated Seller Subsidiary is the sole member of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Transferred Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of for the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusTransferred Equity Interests, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments shares 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 or the capital stock of any Subsidiaryor other Equity Interests in the Transferred Company issued, reserved for issuance 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 Shares Equivalents or capital stock of any Subsidiaryoutstanding. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company Transferred Equity Interests are duly authorized, validly issued, fully paid and non-assessablenonassessable. There are no bonds, have been issued in compliance in all material respects with all federal and state securities lawsdebentures, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights notes 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 other indebtedness of the Securities. Except for Transferred Company having the operating agreement right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which holders of the CompanyTransferred Equity Interests may vote (“Voting Company Debt”). Subject to any changes made in accordance with Section 5.01(a)(iii), there are no shareholders agreementsoptions, voting agreements warrants, calls, pledges, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Seller, the Designated Seller Subsidiary or any of their Affiliates are party or by which Seller, the Designated Seller Subsidiary or any of their Affiliates are bound (A) obligating the Transferred Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other similar Equity Interests in the Transferred Company, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other Equity Interest in the Transferred Company or any Voting Company Debt or (B) obligating the Transferred Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (each, a “Company Stock Right”). There are no other agreements to which Seller, the Designated Seller Subsidiary or any of their Affiliates are a party, or among the holders of the Transferred Equity Interests, with respect to the voting or disposition of the Transferred Equity Interests. There are no restrictions of any kind that prevent or restrict the payment of dividends or other distributions by the Transferred Company other than those imposed under the Laws of general applicability of such Transferred Company’s Ordinary Shares to which the Company is a party or, to the knowledge jurisdiction of the Company, between incorporation or among any of the Company’s shareholdersformation.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, capital stock other than pursuant to employment agreements, consulting agreements, the Company’s equity incentive plansplan, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Ordinary Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Ordinary Shares (“Ordinary Shares Equivalents”)) and is outstanding as of the date of the most recently filed amendment to the Registration Statement. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There Except or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the best knowledge of the CompanyCompany after due inquiry, between or among any of the Company’s shareholders.

Capitalization. The capitalization (a) As of the date hereof, the authorized share capital of the Company as consists of the date hereof is as set forth in the Registration Statement, and the Prospectusan unlimited number of Company Common Shares. The Company has not issued any Ordinary Shares since As of the date of this Agreement, other than 31,133,273 Company Common Shares are issued and outstanding, 3,113,327 Company Common Shares are reserved for future issuance pursuant to outstanding Company Options granted pursuant to the Company’s equity incentive plans, the issuance Company Share Plan (with 600,504 Company Common Shares remaining available for issuances of Ordinary Shares to employees, directors or consultants Company Options pursuant to the Company’s equity incentive plans Company Share Plan), and 8,561,603 Company Common Shares are reserved for future issuance pursuant to the conversion and/or exercise of any securities of the Company or Warrant. (b) Other than (i) the Subsidiaries which would entitle Company Options, (ii) the holder thereof to acquire Ordinary Shares at any timeCompany Warrant, including(iii) the Company Convertible Debenture, without limitation(iv) the Company Convertible Loan, any debt(v) the Subscription Agreements, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or vi) as disclosed in Section 4.03(b) of the Registration StatementCompany Disclosure Schedule, and the Prospectus(vii) as contemplated in this Agreement, there are no outstanding options, warrants, scrip preemptive rights, calls, convertible securities, conversion rights to subscribe toor other rights, calls agreements, arrangements or commitments of any character whatsoever relating to, to the issued 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 or the unissued 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Company Subsidiary that have or obligating the Company or any anti-dilution Company Subsidiary to issue or sell any shares, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for shares, or other equity or other voting interests in, the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, and neither the Company nor any Company Subsidiary has granted, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, deferred share units, performance shares, contingent value rights or similar adjustment securities or rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rightsthat are derivative of, or reset rightsprovide economic benefits based, directly or indirectly, on the value or price of, any share capital or capital stock of, or other securities or ownership interests in, the Company or any Company Subsidiary. Except as set forth in the Registration StatementUnanimous Shareholders Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which the Company or any Company Subsidiary is a party, or to the Company’s knowledge, among any holder of Company Common Shares or any other equity interests or other securities of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is not a party, with respect to the voting of the Company Common Shares or any of the equity interests or other securities of the Company. (c) Section 4.03(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option and the ProspectusCompany Warrant outstanding as of the date of this Agreement, as applicable: (i) a list of optionees on a “no-name” basis; (ii) the plan pursuant to which such Company Option was granted; (iii) the number of Company Common Shares subject to such Company Option or Company Warrant; (iv) the exercise or purchase price of such Company Option or Company Warrant; (v) the date on which such Company Option or Company Warrant was granted; and (vi) the date on which such Company Option or Company Warrant expires. All Company Common Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (d) Except as disclosed in Section 4.03(d) of the Company Disclosure Schedule, there are no outstanding securities or instruments contractual obligations of the Company or any Company Subsidiary that contain to repurchase, redeem or otherwise acquire any redemption Company Common Shares, Company Options or similar provisionsCompany Warrants, or any shares or capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Company Subsidiary. (e) Each outstanding Company Common Share was duly authorized, validly issued, and there are no contractsfully paid and is non-assessable. All outstanding Company Common Shares, commitmentsall outstanding Company Options, understandings the Company Warrant and all outstanding shares in the share capital or arrangements by capital stock of each Company Subsidiary have been issued and granted in compliance in all material respects with (1) all applicable securities laws and other applicable Laws and (2) all preemptive rights and other requirements set forth in applicable contracts to which the Company or any Company Subsidiary is a party (or may become bound to redeem a security the terms of any waiver therefrom obtained by the Company) and the organizational documents of the Company and the Company Subsidiaries. (f) Each outstanding share in the share capital or capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such Subsidiary. The share is owned 100% by the Company does not have any share appreciation or another Company Subsidiary free and clear of all Liens, options, rights or “phantom stock” plans or agreements of first refusal and limitations on the Company’s or any similar plan or agreement. All of Company Subsidiary’s voting rights, other than transfer restrictions under the outstanding Ordinary Shares Unanimous Shareholders Agreement, applicable securities laws, their respective organizational documents and as set forth in Section 4.03 of the Company Disclosure Letter. (g) As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 10,000 shares of common stock, par value $0.0001 per share (the “Merger Sub Common Stock”). As of the date of this Agreement, 10,000 shares of Merger Sub Common Stock are issued and outstanding. All outstanding shares of Merger Sub Common Stock have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by the Company free and clear of all Liens (other than Permitted Liens), other than transfer restrictions under the Unanimous Shareholders Agreement, applicable securities laws and the Merger Sub Organizational Documents. (h) All Company Common Shares issuable by the Company pursuant to the Merger in accordance with this Agreement shall be, when issued, duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in Section 4.03(h) of the Company Disclosure Schedule, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation neither the execution of any preemptive Transaction Document or Subscription Agreement, nor the performance by the Company and Merger Sub of their respective obligations thereunder, nor the consummation of any of the Transactions or Private Placements, nor the exercise of any Assumed Warrants shall (i) accelerate or otherwise alter the vesting, conversion or exchange of, other terms and conditions of or rights or similar obligations with respect to, any Company Options, the Company Warrant, the Company Convertible Debenture, or the Company Convertible Loan, or (ii) give rise to any preemptive or other rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors Person to receive or others is required acquire any Company Common Shares or other securities that are convertible into or exchangeable or exercisable for the issuance and sale any Company Common Shares or other securities of the Securities. Except for the operating agreement Company or of the Company, there are no shareholders agreements, voting agreements or other similar agreements with any Company Subsidiary in respect to the Company’s Ordinary Shares to of which the Company is has not obtained a party or, to the knowledge of the Company, between or among any of the Company’s shareholderswaiver.

Capitalization. The capitalization of the Company as Company, including the authorized and outstanding securities, including any securities exercising or convertible into shares of the date hereof Common Stock, is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares capital stock or other securities since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock and options to employees, directors or purchase shares of Common Stock to employees and consultants pursuant to the Company’s equity incentive plans and employee stock purchase plans, pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Common Stock, including, without limitation, any debt, preferred sharesstock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Stock (“Ordinary Shares 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, the Offering MaterialsTransaction Documents and the Prospectus. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or shares of Common Stock of the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterInvestors) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments of the Company or of 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 of “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, . All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 SEC Reports (as defined below) contain correct and complete copies of the Company’s certificate of incorporation, as amended and as in effect on the date hereof, and the Company’s bylaws, as amended and as in effect on the date hereof, and the terms of all Common Stock Equivalents, and the material rights of the holders thereof in respect thereto.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the Base Prospectus, the Prospectus Supplement and the Prospectus. The Company has not issued any Ordinary Shares capital stock since the date of this Agreementits most recently filed Incorporated Document, other than (i) pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans employee stock purchase plan and pursuant to the conversion and/or or exercise of any securities of the Company exercisable, exchangeable or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant 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 (“Ordinary Shares Common Stock Equivalents”), or (ii) as may have been disclosed by the Company to the Manager in accordance with the terms of this Agreement. 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 Offering Materialsthis Agreement. Except as a result of (i) pursuant to the purchase Company’s stock option plans and sale of the Securities or (ii) as disclosed in the Registration Statement, Incorporated Documents and the Prospectusexhibits thereto, 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 or the capital stock 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 Shares Equivalents or capital stock 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 shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state applicable securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 described in the Registration Statement, and Company’s most recent periodic report filed with the ProspectusCommission. The Company has not issued any Ordinary Shares capital stock since the date of this Agreement, such filing other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans and employee stock purchase plan, pursuant to the conversion and/or or exercise of any securities of Common Stock Equivalents outstanding on the date hereof, and in connection with the private placement transactions announced by the Company or on December 5, 2003 (the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares EquivalentsDecember 5 Transaction”). 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed Securities, the warrants and options issued to the purchasers in the Registration StatementDecember 5 Transaction, and except for employee stock options under the ProspectusCompany’s stock option plans and except for employee rights under the Company’s employee stock purchase plan, 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 or the capital stock 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 Shares Equivalents securities or capital stock rights convertible or exchangeable into shares of any SubsidiaryCommon Stock. The issuance issue and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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. (a) The capitalization holders of the Company as ownership interests, whether by membership, profit, loss or capital, of the date hereof is each Purchased Entity are as set forth on Schedule 2.1(b). Each Seller has made all capital contributions as required by it (if any) in the Registration Statement, and Operating Agreement for each respective Purchased Entity. None of the Prospectus. The Company has not interests of the Purchased Entities were issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise in violation of any securities of the Company purchase or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, call option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right of first refusal, preemptive subscription right, preemptive right of participation, or any similar right to participate in the transactions contemplated by the Offering Materials. rights. (b) Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectusset forth on Schedule 5.4(b), there are no outstanding optionsoptions to purchase ownership interests, warrantswhether by membership, scrip rights profit, loss or capital, of the Purchased Entities (“Purchased Entity Options”). There is no existing option, warrant, call, right or Contract to subscribe towhich any Seller or any Purchased Entity is a party requiring, calls or commitments and there are no securities of any character whatsoever relating toPurchased Entity outstanding which upon conversion or exchange would require, the issuance, sale or securitiestransfer of any additional ownership interest in any Purchased Entity or other securities convertible into, rights exchangeable for or obligations convertible into or exercisable or exchangeable for, or giving any Person any evidencing the right to subscribe for or acquire, any Ordinary Shares purchase ownership interests or the capital stock other equity securities 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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 securitiesPurchased Entity. There are no securities obligations, contingent or otherwise, of the Company any Purchased Entity to (i) repurchase, redeem or otherwise acquire any Subsidiary that have ownership interests or other equity interests of any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rightsPurchased Entity, or reset rights. Except as set forth (ii) provide material funds to, or make any material investment in (in the Registration Statementform of a loan, and the Prospectuscapital contribution or otherwise), there are no outstanding securities or instruments of the Company or provide 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements guarantee with respect to the Company’s Ordinary Shares obligations of, any Person. There are no outstanding interest appreciation, phantom interests, profit participation or similar rights with respect to any Purchased Entity. There are no bonds, debentures, notes or other Indebtedness of the Purchased Entities having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which members (or other equity holders) of any Purchased Entity may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company any Purchased Entity or any Seller is a party or, or is bound with respect to the knowledge voting of the Company, between or among any ownership interest of the Company’s shareholdersany Purchased Entity.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, Statement and the Prospectus. The Company has not issued any Ordinary Shares Common Stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants (i) pursuant to the Company’s equity incentive plans as described in the Registration Statement and the Prospectus (the “Company Incentive Plans”), and (ii) pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares Common Stock at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Stock (“Ordinary Shares Common Stock Equivalents”)) as described in the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus. No Except as disclosed in the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, no Person has any right of first refusal, preemptive right, right or right of participation, or any similar right to participate in the transactions contemplated by the Offering Materialsthis Agreement. Except as a result of the purchase and sale of the Public Securities or as disclosed in the Registration Statement, Statement 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 Common Stock or the 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 Common Stock or Ordinary Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Public Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares Common Stock or other securities to any Person (other than the UnderwriterUnderwriters) and, except as disclosed in the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus, 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, Statement and the Prospectus, 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 stock” plans or agreements or any similar plan or agreementagreement relating to rights in Common Stock. All of the outstanding Ordinary Shares of the Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Public Securities. Except for as set forth in the operating agreement of Registration Statement and the CompanyProspectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common Stock or other securities of the Company 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 in the Registration Statement, Statement and the Prospectus. The Company has not issued any Ordinary Common Shares since the date of this AgreementJune 30, 2020, other than (i) [*] Units, each such Unit consisting of one Common Shares and one-half of one Common Share purchase warrant, in the Company’s Regulation A offering which was completed in December 2020, (ii) pursuant to the Company’s equity incentive plansplans as described in the Registration Statement and the Prospectus (the “Company Incentive Plans”), and (iii) the issuance of Ordinary Common Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans Company Incentive Plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Common Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Shares (“Ordinary Shares Share Equivalents”)) as described in the Registration Statement and the Prospectus. No Person has any right of first refusal, preemptive right, right or right of participation, or any similar right to participate in the transactions contemplated by the Offering Materialsthis Agreement. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, Statement 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 Common Shares or the 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 Shares Common Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Common Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreementagreement relating to rights in Common Shares. All of the outstanding Ordinary Common Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Offered Securities. Except for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Common Shares or other securities of the Company 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 Except as could not have or reasonably be expected to result in a Material Adverse Effect, all issued and outstanding securities of the Company as issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; and none of such securities were issued in violation of the date hereof preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized share capital of the Company is as set forth in the Registration StatementStatement as of the date indicated therein, and conforms in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The initial offers and sales by the Company of the outstanding shares of Common Stock 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 of the outstanding shares of Common Stock, exempt from such registration requirements. Except as disclosed in SEC Reports incorporated by reference into the Registration Statement, the Company has not issued any Ordinary Shares capital stock since December 31, 2020, in an amount required to be disclosed in the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)Registration Statement. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or and as disclosed set forth in the Registration Statement, and Statement or the ProspectusSEC 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth disclosed in the Registration Statement, and Statement or the ProspectusSEC 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 appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders shareholder agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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. (a) The capitalization Acquired Interests constitute all of the Company equity interests or other ownership interests of the Companies outstanding as of the date hereof is as set forth in the Registration StatementClosing. Each Seller is, and on the Prospectus. The Company has not issued any Ordinary Shares since Closing Date will be, the date sole record and beneficial owner of the Acquired Interests being transferred to the Buyer by such Seller pursuant to this Agreement, other than pursuant which constitute all of the equity interests of the Companies held by such Seller. Such Seller has good and valid title to such Acquired Interests, free and clear of all Liens, demands and restrictions on transfer (except for restrictions under applicable securities laws) and has full power, right and authority to transfer such Acquired Interests hereunder. Each Acquired Interest has been duly authorized and validly issued and is fully paid and non-assessable and was issued in compliance with applicable Laws. None of the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise Acquired Interests were issued in violation of any securities agreement, arrangement or commitment to which either Seller or either Company is a party or is subject to or in violation of the Company any preemptive or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at similar rights of any timePerson. There are no outstanding or authorized (i) options, includingwarrants, without limitationpurchase rights, any debtsubscription rights, preferred sharesconversion rights, rightexchange rights, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right rights of first refusal, preemptive right, right of participationrights, or other contracts or commitments that require any Company Entity to issue, sell, or otherwise cause to become outstanding any of its equity, ownership or membership interests, or (ii) appreciation, phantom stock, profit participation or similar right equity, ownership or membership participation rights with respect to participate any of the Company Entities, and there is no understanding, agreement or arrangement not yet fully performed that would result in the transactions contemplated by the Offering Materials. Except as a result creation of any of the purchase and sale foregoing. None of the Securities or as disclosed in Acquired Interests are certificated. (b) CCG owns all of the Registration Statement, and the Prospectus, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments membership interests 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale such membership interests constitute all of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splitsoutstanding as of the Closing. CCG has good and valid title to such membership interests, recapitalizationsfree and clear of all Liens, demands and the like) to the exercise or conversion price, have any exchange rights, or reset rightsrestrictions on transfer. Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments All such membership interests of the Company or any Subsidiary that contain any redemption or similar provisions, have been duly authorized and there validly issued and 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been assessable and were issued in compliance in all material respects with all federal and state securities laws, and none applicable Laws. None of such outstanding Ordinary Shares was membership interests were issued in violation of any agreement, arrangement or commitment to which the Sellers or any Company Entity is a party or is subject to or in violation of any preemptive rights or similar rights to subscribe for or purchase securitiesof any Person. 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 for the operating agreement of the Company, there such membership interests are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholderscertificated.

Capitalization. The capitalization As of the dates indicated in the Registration Statement and the Prospectus, the authorized, issued and outstanding shares of capital stock of the Company as of the date hereof is were as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares since Prospectus in the date of this Agreementcolumn headed “Actual” under the section thereof captioned “Capitalization” and, other than pursuant after giving effect to the Company’s equity incentive plans, Offering and the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 this Agreement (excluding the Offering Materialssale of the Option Shares, if any), will be as set forth in the column headed “Pro Forma As Adjusted” in such section. Except as a result of the purchase and sale of the Securities or as disclosed set forth 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 shares of Common Stock or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package 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 set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization The authorized shares of any shareholderthe Company conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. Except as set forth in the Registration Statement, the Board of Directors or others is required for General Disclosure Package and the issuance and sale of the Securities. Except for the operating agreement of the CompanyProspectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 share capital of the Company consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of Ordinary Shares, an unlimited number of first preferred shares, issuable in series, and an unlimited number of second preferred shares, issuable in series. As of February 19, 2008, there were issued and outstanding the number of Class A Shares, Class B Shares and Ordinary Shares set out in the Company Disclosure Letter and no other shares were issued and outstanding. The Company Disclosure Letter sets forth, as of February 19, 2008, the date hereof is number of outstanding Options, the outstanding PSUs and SARs, all holders thereof and the exercise price or reference price or grant value, as applicable, and vested amounts, where applicable, of such Options, PSUs and SARs. Except with respect to the Options, PSUs and SARs set forth in the Registration StatementCompany Disclosure Letter, and rights under the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans Employee Share Purchase Plan and pursuant to the conversion and/or exercise of any securities terms of the Company or Class A Shares, the Subsidiaries which would entitle Class B Shares and the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate and in connection with the transactions contemplated by the Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectushereby, there are no outstanding options, warrants, scrip rights to subscribe toconversion privileges, calls equity-based awards or other rights, agreements or commitments of any character whatsoever relating torequiring or which may require the issuance, sale 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 or transfer by the capital stock Company 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company (including Shares and preferred shares) or any Subsidiary that have of its subsidiaries or ACN or any anti-dilution securities convertible into, or similar adjustment rights (other than adjustments for stock splitsexchangeable or exercisable for, recapitalizationsor otherwise evidencing a right to acquire, and the like) or whose value is based on or in reference to the exercise value or conversion priceprice of, have any exchange rights, shares or reset rights. Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding other securities or instruments of the Company (including Shares and preferred shares) or any Subsidiary that contain any redemption of its subsidiaries 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 stock” plans or agreements or any similar plan or agreementACN. All of the outstanding Ordinary Shares of the Company are have been duly authorized, authorized and validly issued, are fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights), and all Class A Shares issuable upon the exercise of rights under the Options in accordance with their respective terms have been duly authorized and, upon issuance, shall be validly issued as fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval Shareholder is entitled to any pre-emptive or authorization other similar right granted by the Company or any of any shareholder, the Board of Directors its subsidiaries or others is required for the issuance and sale of the SecuritiesACN. Except for the operating agreement There are no outstanding contractual or other obligations of the Company, there are no shareholders agreementsany subsidiary or ACN to repurchase, voting agreements redeem or other similar agreements otherwise acquire any of its securities or with respect to the Company’s voting or disposition of any outstanding securities of a subsidiary or ACN, except with respect to the Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of as provided for in the Company’s shareholdersarticles and/or the Shareholders’ Agreement.

Capitalization. The capitalization Except as could not have or reasonably be expected to result in a Material Adverse Effect, all issued and outstanding securities of the Company as issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; and none of such securities were issued in violation of the date hereof preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized share capital of the Company is as set forth in the Registration StatementStatement as of the date indicated therein, and conforms in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The initial offers and sales by the Company of the outstanding shares of Common Stock 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 of the outstanding shares of Common Stock, exempt from such registration requirements. Except as disclosed in SEC Reports or in the Registration Statement, the Company has not issued any Ordinary Shares capital stock since December 31, 2020, in an amount required to be disclosed in the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)Registration Statement. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or and as disclosed set forth in the Registration Statement, and Statement or the ProspectusSEC 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 or the capital stock 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 Shares Equivalents or capital stock of any SubsidiaryCommon Stock Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth disclosed in the Registration Statement, and Statement or the ProspectusSEC 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 appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders shareholder agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 stated therein is as set forth in the Registration Offering Statement, the Time of Sale Disclosure Package and the ProspectusOffering Circular. The Except as set forth in the Offering Statement, the Time of Sale Disclosure Package and the Offering Circular, the Company has not issued any Ordinary Shares since the date of this Agreementcapital stock, other than pursuant to the Company’s 's equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s 's equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares "Common Share Equivalents”"). No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a "Person") has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Offering Statement, the Time of Sale Disclosure Package and the ProspectusOffering Circular, 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 or the 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 Shares Common Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Offering Statement, the Time of Sale Disclosure Package and the ProspectusOffering Circular, 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 stock” " plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of support agreement, dated September 28, 2023, between the CompanyCompany and Velocity Fund Partners, LP, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares '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 stated therein is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not issued any Ordinary Shares since the date of this Agreementcapital stock, other than pursuant to the Company’s 's equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s 's equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares "Common Share Equivalents”"). No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a "Person") has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Common Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” " plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of support agreement, dated September 28, 2023, between the CompanyCompany and Velocity Fund Partners, LP, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares '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 is as set forth on Schedule 3.1(e), which Schedule 3.1(e) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)hereof. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectusset forth on Schedule 3.1(e), 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 or the capital stock of any the Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any the Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Share Equivalents or capital stock of any the Subsidiary. The issuance and sale of the Securities will not obligate the Company or any the Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with the Israeli Companies Law and the Israeli Securities Law and, if applicable, all federal and state securities laws, and none of such outstanding Ordinary Shares shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Other than as set forth in this Agreement, 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 for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares issued 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. (a) As of the date hereof, the Company has a single class of issued and outstanding membership interests. The capitalization ownership of the issued and outstanding membership interests of the Company as of the date hereof is are set forth, as applicable, on Schedule 3.04(a). The Members are the sole record and beneficial owners of 100% of the issued and outstanding membership interests in the Company. (b) All of the issued and outstanding membership interests of the Company have been duly authorized and validly issued, and are fully paid and non-assessable. No restrictions on transfer, repurchase option, right of redemption, preemptive rights, proxies, membership agreements, rights of first refusal or other similar agreements or rights exist with respect to the membership interests or other equity securities of the Company and no such rights will arise by virtue of the Transactions, in each case, other than as set forth in the Registration Statement, operating agreement or other Organizational Documents of the Company and the Prospectus. The Company has not issued any Ordinary Shares since the date of other agreements to be delivered in connection therewith and this Agreement. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire or sell or issue any membership interests or other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company Company; (ii) outstanding security, instrument or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument obligation that is at any time or may become convertible into or exercisable or exchangeable for, for any membership interests or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result other equity securities of the purchase and sale of the Securities Company; or as disclosed in the Registration Statement, 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 or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by (iii) Contract under which the Company or any Subsidiary is or may become bound obligated to acquire, sell or otherwise issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock any of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares its membership interests or other securities to any Person (equity securities; in each case, other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and operating agreement or other Organizational Documents of the Prospectus, there Company. There are no outstanding restricted securities, phantom securities or instruments other equity-based compensation arrangements, profit participation or other similar rights with respect to the Company. (d) All membership interests or other equity securities of the Company or any Subsidiary that contain any redemption or similar provisions, have been issued in compliance with all applicable Securities Laws and there are no contracts, commitments, understandings or arrangements by which the other applicable legal requirements. The Company or any Subsidiary is or may become bound not obligated to redeem a security or otherwise acquire any of its outstanding membership interests or other equity securities other than as set forth in the operating agreement or other Organizational Documents of the Company. (e) The Company does not have any direct or such Subsidiaryindirect debt, equity or other investment or interest in any Person. The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights or similar rights commitments 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect contribute to the Company’s Ordinary Shares capital of, or make loans to which the Company is a party oror share losses of, to the knowledge of the Company, between or among any of the Company’s shareholdersPerson.

Capitalization. (a) The capitalization Company has 100,000,000 limited liability company interests authorized, issued and outstanding, which constitutes all of the Units. All of the Units have been duly authorized and validly issued in compliance with all applicable securities Laws and are fully paid and nonassessable and free of preemptive rights. All of the Units are owned by Seller, as record and beneficial owner, free and clear of all Liens. Upon delivery to Buyer at the Closing of certificates representing the Units (or other valid instrument evidencing ownership), duly endorsed by Seller for transfer to Buyer, and upon receipt of the portion of the Estimated Purchase Price payable to Seller pursuant to Section 1.3(b), good and valid title to the Units will pass to Buyer, free and clear of any Liens, other than those arising from acts of Buyer or its Affiliates and Liens on transfer imposed under applicable securities Laws. (b) There are no issued, reserved for issuance or outstanding (i) Equity Interests of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plansUnits, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectus, there are no outstanding ii) options, warrants, scrip calls, conversion rights, restricted units, membership unit appreciation rights, performance units, contingent value rights, “phantom” unit rights, interests in or rights to subscribe tothe ownership or earnings of the Company (including any securities or rights that are derivative of, calls or provide economic benefits based, directly or indirectly, on the value or price of any limited liability company or other ownership interests in the Company) or any other equity equivalent or equity-based award or right, redemption rights, repurchase rights or other preemptive or outstanding rights, agreements, arrangements or commitments of any character whatsoever relating toobligating the Company to issue, acquire or securities, rights sell any Units or other Equity Interests of the Company or any securities obligations convertible or exchangeable into or exercisable or exchangeable for, or giving any Person any a right to subscribe for or acquire, any Ordinary Shares or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company (whether from the Company, Seller or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizationsotherwise), and the like) to the exercise no securities or conversion priceobligations evidencing such rights are authorized, have any exchange rightsissued or outstanding, or reset rights. Except (ii) except as set forth in the Registration Statement, Second Amended and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement Restated Member Control Agreement of the Company, there are no shareholders agreementsdated October 20, 2011, voting trusts, proxies, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares or understandings to which the Company is a party or, or by which Seller is bound with respect to the knowledge voting of any Units or other Equity Interests in the Company. (c) There are no outstanding contractual obligations or commitments of the Company of any character (i) except as set forth in the Second Amended and Restated Member Control Agreement of the Company, between dated October 20, 2011, affecting the voting rights of, (ii) requiring the repurchase, redemption or among disposition of, or containing any right of first refusal with respect to, (iii) requiring the registration for sale of, (iv) granting any preemptive or antidilutive rights with respect to, or (iv) restricting the transfer of, any Units or other Equity Interests in the Company. (d) There are no outstanding bonds, debentures, notes or other Indebtedness or other obligations of Seller or the Company that have the right to vote (or are convertible into or exercisable or exchangeable for securities having the right to vote) on any matters on which members of the Company’s shareholdersCompany may vote. (e) The Company does not have any Subsidiaries and does not own any Equity Interests or other securities in any other Persons whether or not Subsidiaries.

Capitalization. The capitalization entire authorized capital stock of the Company as of the date hereof is as set forth in on the Registration Statement, Capitalization Schedule. All issued and the Prospectus. The Company has not issued any Ordinary Shares since the date outstanding shares of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities lawsnonassessable, and none of such outstanding Ordinary Shares was are not subject to and were not issued in violation of any preemptive or subscription rights or rights of first refusal or similar rights to subscribe for or purchase securitiesrights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale As of the Securities. Except for date hereof, except as set forth on the operating agreement Capitalization Schedule, there are issued or outstanding (a) no equity securities of or other voting or equity interests in the Company, there are (b) no shareholders agreementssecurities or other voting or equity interests of the Company or any of its Subsidiaries convertible into or exchangeable for equity securities of or other voting or equity interests in the Company or any of its Subsidiaries, (c) no options or other rights or Contracts or commitments of any kind to acquire from the Company or any of its Subsidiaries, and no obligations of the Company or any of its Subsidiaries to issue, transfer, grant or sell any equity securities of or other voting agreements or equity interests in or securities convertible into or exchangeable for, equity securities or other voting or equity interests in the Company or any of its Subsidiaries, (d) no voting trusts, proxies or other similar agreements Contracts or commitments to which the Company or any of its Subsidiaries is bound with respect to the Company’s Ordinary Shares to which voting of any equity securities of or other voting or equity interests in the Company is a party oror any of its Subsidiaries, to (e) no phantom stock, profit participation or similar rights of or in the knowledge Company or any of its Subsidiaries and (f) no Contracts restricting the transfer of, or requiring the registration for sale of, equity securities of or other voting or equity interests in the Company or any of its Subsidiaries. Except as set forth on the Capitalization Schedule, (i) there are no declared and unpaid dividends in respect of any capital stock of the Company, between Company or among any of its Subsidiaries and (ii) there are no Contracts or other obligations (contingent or otherwise) which require the Company’s shareholdersCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock or equity securities of the Company or any of its Subsidiaries.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed current report or periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the date of the most recently filed current report or periodic report under the Exchange Act. Other than (i) pursuant to that certain Securities Purchase Agreement, dated June 21, 2011, by and between the Company or and the Subsidiaries which would entitle investors signatory thereto (the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares EquivalentsJune 2011 Purchase Agreement”). No , (ii) the Common Stock purchase warrants issued under the June 2011 Purchase Agreement, (iii) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated March 23, 2012, by and between the Company and the investors signature thereto, (iv) the Common Stock purchase warrants issued to Inovio Biomedical Corp., (v) grants of stock options under the Company’s stock option plans, and (vi) as otherwise disclosed in the Company’s SEC Reports: (a) 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 Offering Materials. Except Transaction Documents; (b) except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock 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 Shares Equivalents or capital stock of any Subsidiary. The Common Stock Equivalents; and (c) the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 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 is as set forth in the Registration Statement, and the Prospectushereof. The Company has not issued any Ordinary Shares share capital since its most recently filed periodic report under the date of this AgreementIsraeli Securities Laws, other than pursuant to the exercise of share options under the Company’s equity incentive share option plans, the issuance of Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive share purchase plans and pursuant to the conversion and/or exercise of any securities Ordinary Shares Equivalents outstanding as of the Company or date of the Subsidiaries most recently filed periodic report under the Israeli Securities Laws. Without derogating from that which would entitle is set forth herein with respect to the holder thereof to acquire Ordinary Shares at any timeseparate Israeli Institutional Investors Transaction and/or the Orbimed Transaction and/or US Investors Transaction, includingand except as otherwise set forth in the Company’s ISA Reports, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No i) 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 Offering Materials. Except Transaction Documents, and (ii) except as a result of the purchase and sale of the Securities or Securities, and other than pursuant to the exercise of share options under the Company’s share option plans, the issuance of the options to employees as disclosed set forth in the Registration StatementOption Plan Outline of Offering, the issuance of Ordinary Shares to employees pursuant to the Company’s share purchase plans and pursuant to the Prospectusconversion and/or exercise of Ordinary Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Israeli Securities Laws, 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 or the capital stock of any SubsidiaryShares, 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 Shares Equivalents or capital stock of any SubsidiaryEquivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares share capital of the Company are is duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities lawsIsraeli Securities Laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of Undertaking Letter executed by and among OrbiMed Israel Limited Partnership and the CompanyCurrent Shareholders (as such term is defined in such Undertaking Letter) dated January 3, 2013, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 is as of described in the date hereof is SEC Reports, except (i) as set forth in on Section 3.1(g) of the Registration StatementDisclosure Schedule and (ii) for issuances pursuant to this Agreement, and the Prospectusstock option exercises, issuances pursuant to equity incentive plans or exercises of warrants. The Company has not issued any Ordinary Shares capital stock since the date of this Agreement, its most recently filed SEC Report other than pursuant to reflect stock option and warrant exercises that do not, individually or in the Company’s equity incentive plansaggregate, have a material effect on the issuance of Ordinary Shares to employeesissued and outstanding capital stock, directors or consultants pursuant to the Company’s equity incentive plans options and pursuant to the conversion and/or exercise of any other securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)Company. 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 Offering MaterialsTransaction Documents that have not been effectively waived as of the Closing Date. Except as a result set forth on Section 3.1(g) of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusDisclosure Schedule, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) and no outstanding options, warrants, scrip rights to subscribe tocalls, calls subscriptions or other rights, agreements, arrangements or commitments relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any character whatsoever relating tocapital stock or Voting Debt of, or securitiesother equity interests in, the Company or securities or rights or obligations convertible into or exercisable exchangeable for such shares or exchangeable for, equity interests or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock obligations of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company to grant, extend or enter into any Subsidiary is such option, warrant, call, subscription or may become bound to issue additional Ordinary Shares other right, arrangement or Ordinary Shares Equivalents or capital stock commitment. Except as set forth on Section 3.1(g) of any Subsidiary. The the Disclosure Schedule, the issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have trigger any anti-dilution or similar price adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding Ordinary Shares shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securitiessecurities which violation would have or would reasonably be expected to result in a Material Adverse Effect. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale Except as set forth on Section 3.1(g) of the Securities. Except for the operating agreement of the CompanyDisclosure Schedule, there are no shareholders registration rights, stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares capital stock since the date of this Agreementthe Registration Statement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Ordinary Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Ordinary Shares (“Ordinary Shares Share Equivalents”)) and is outstanding as of the date of the Registration Statement. No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”) has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or 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 or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the ProspectusSEC Reports. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime any Common Stock, including, without limitation, any debt, preferred sharesstock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Common Stock (“Ordinary Shares 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 Offering Materialstransactions contemplated pursuant to the Transaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed set forth in the Registration Statement, and the ProspectusSEC 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 shares of Common Stock or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the UnderwriterInvestors and the Placement Agents) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, . All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in on Schedule 10.7, which Schedule 10.7 shall also include the Registration Statementnumber of shares of Common Stock owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Other than as stated in Schedule 10.7, the Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)employee stock purchase plans. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities set forth in Schedule 10.7, or as disclosed in the Registration Statement, and the Prospectuspursuant to this 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 shares of Common Stock or the 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 Shares Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares of Common Stock or other securities to any Person (other than the Underwriter) and will not result Purchasers). Except as set forth in a right Schedule 10.7, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the ProspectusSchedule 10.7, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares Common Stocks since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares Common Stocks to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares Common Stocks at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Common Stocks 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 Common Stocks or the 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 Common Stocks or Ordinary Shares Common Stocks Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares Common Stocks or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares Common Stocks of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares Common Stocks 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common Stocks 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 is set forth in the date hereof is SEC Reports. Except as set forth in the Registration StatementSEC Reports, and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed Current Report on Form 6-K under the date of this AgreementExchange Act, other than pursuant to the exercise of employee share options under the Company’s equity incentive share option plans, the issuance of Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive employee share purchase plans and pursuant to the conversion and/or exercise of any securities Ordinary Share Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed Current Report on Form 6-K under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or and as disclosed set forth in the Registration Statement, and the ProspectusSEC Reports, there are (i) 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 or the 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 Shares Share Equivalents or 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 or other securities to any Person (other than the UnderwriterPurchasers); (iii) and will not result in a right there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights Subsidiary; (other than adjustments for stock splits, recapitalizations, and the likeiv) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 ; and (v) the Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for as set forth in the operating agreement of the CompanySEC Reports, there are no shareholders shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 (a) Section 3.7 of the Disclosure Schedule sets forth the authorized capitalization of the Company as of the date hereof is as set forth in the Registration StatementEffective Date, and the Prospectusissued and outstanding capitalization of the Company as of May 4, 2007, including all outstanding warrants and options. The There have been no material changes in the issued and outstanding capitalization of the Company has not since May 4, 2007. All of the issued any Ordinary Shares since and outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and non assessable and have been offered, issued, sold and delivered by the date of this Agreement, other Company in compliance with all applicable federal and state securities laws. (b) Other than pursuant to the Company’s equity incentive plans, the (i) shares reserved for issuance of Ordinary Shares to employees, directors or consultants pursuant to under the Company’s equity incentive plans and (ii) shares that may be issued pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, this Agreement and the Prospectusother Transaction Documents, there are no outstanding options, warrants, scrip rights to subscribe to(including conversion or preemptive rights and rights of first refusal), calls proxy or commitments stockholder agreements, or arrangements or agreements of any character whatsoever relating to, kind for the purchase 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 or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which acquisition from either the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or of its Subsidiaries of their shares of capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of their capital stock. Neither the offer, issuance or sale of any Subsidiary. The issuance and sale of the Securities Perseus Securities, nor the consummation of any transaction contemplated by this Agreement, will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result in a right change in the exercise or conversion price or number of any holder securities of the Company securities outstanding pursuant to adjust anti-dilution or other similar provisions binding upon the exercise, conversion, exchange Company and contained in or reset price under affecting any of such securities. There Neither the Company nor any of its Subsidiaries is obligated in any manner to issue any shares of its capital stock or any other securities. (c) The rights, preferences, privileges and restrictions of the Common Shares are no securities as stated in the Company’s Certificate of Incorporation and as provided under applicable Law. The Note Shares and Warrant Shares have been duly and validly reserved for issuance. (d) Except as provided in the Transaction Documents, none of the Perseus Securities issued or to be issued pursuant to this Agreement or any of the other Transaction Documents are or will be subject to any preemptive rights, rights of first refusal, or other rights to purchase or otherwise acquire such Perseus Securities (whether in favor of the Company or any Subsidiary that have other Person), pursuant to any anti-dilution agreement or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement commitment of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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 in the Registration Statement, and the ProspectusOffering Materials. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, if any, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities Underwritten Shares or as disclosed in the Registration Statement, and the ProspectusOffering Materials, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities Underwritten Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the ProspectusOffering Materials, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 SecuritiesUnderwritten Shares. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary 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. (a) The capitalization of Interests are duly authorized and validly issued. The Interests constitute the Company as of the date hereof is as set forth only outstanding equity interests in the Registration Statement, and Company. Other than the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusInterests, there are no preemptive or other outstanding rights, subscriptions, options, warrants, scrip redemption rights, repurchase rights to subscribe toor other agreements, calls arrangements or commitments of the Company of any character providing for the issuance or repurchase of equity interests in the Company or any other securities or obligations convertible or exchangeable into or exercisable for any equity interest in the Company. (b) Other than any equity interests held by a Transferred Entity or the Company, no equity interests in any Subsidiary of the Company are issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable membership interests or other agreements, arrangements or commitments of any character whatsoever relating to, that involve obligations with respect to the equity interests in any Subsidiary of the Company or securities, rights any other securities or obligations convertible or exchangeable into or exercisable or exchangeable for, or giving any Person any a right to subscribe for or acquire, any Ordinary Shares equity interest in any Subsidiary of the Company. (c) No Transferred Entity has any outstanding bonds, debentures, notes or other obligations that grant to its holder voting rights in such Transferred Entity on any matter or that are convertible or exchangeable into or exercisable for securities that grant to the capital stock holder of such converted or exchanged security voting rights in the Company on any Subsidiary, or contracts, commitments, understandings or arrangements by which matter. (d) No Transferred Entity has any other outstanding contractual obligations that provide for registration rights with respect to equity interests in the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares Company. (e) The outstanding shares of capital stock, or other voting securities to any Person (other than the Underwriter) and will not result in a right or equity interests of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no securities each Subsidiary of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are been duly authorized, validly issued, and (to the extent applicable) are fully paid and non-assessable, have been issued in compliance in all material respects with all federal assessable and state securities laws, and none of such outstanding Ordinary Shares was not subject to or 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholderspre-emptive rights.

Capitalization. The capitalization As of the dates indicated in the Registration Statement and the Prospectus, the authorized, issued and outstanding shares of capital stock of the Company as of the date hereof is were as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column headed “Actual” under the section thereof captioned “Capitalization” and, after giving effect to the Offering and the other transactions contemplated by this Agreement, the Registration Statement, the General Disclosure Package and the Prospectus (excluding the sale of the Option Shares, if any), will be as set forth in the column headed “As Adjusted” in such section. Except as set forth in, or contemplated by, the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued , as of the Effective Date and on the Closing Date and any Option Closing Date, there will be no share options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire any security convertible or exercisable into Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable forof the Company, or otherwise entitles the holder thereof any contracts or commitments to receive (“issue or sell Ordinary Shares Equivalents”)or any such options, warrants, rights or convertible securities. 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 Offering MaterialsTransaction Documents. Except as set forth in the Registration Statement and as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock of any SubsidiaryShares, 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 Shares Equivalents or capital stock of any SubsidiaryShare Equivalents. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result in a right Underwriters). There are no outstanding securities or instruments of the Company with any holder of Company securities to adjust provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 Company does not have any share stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, the Base Prospectus, the Prospectus Supplement and the Prospectus. The Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans employee stock purchase plan and pursuant to the conversion and/or or exercise of any securities of the Company exercisable, exchangeable or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant 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 (“Ordinary Shares 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 Offering Materialsthis Agreement. Except (i) pursuant to the Company’s stock option plans and (ii) pursuant to agreements or instruments filed as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the Prospectusexhibits 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 or the capital stock 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 Shares Equivalents or capital stock 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 shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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. (a) The capitalization AREH Subs Equity Interests represent all of the Company as issued and outstanding Equity Interests of the date hereof is as set forth in the Registration StatementAREH Subs, and the Prospectus. The Company has not issued any Ordinary Shares since the date all of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was were not issued in violation of any preemptive rights created by applicable Laws, the applicable AREH Sub’s organizational documents or any Contract. There are no outstanding or authorized profit participation or any other contractual rights the value of which is derived from the financial performance of the AREH Subs or the value of any AREH Subs Equity Interests. There is no liability for, or obligation with respect to, any dividends, distributions or similar rights participation interests declared or accumulated but unpaid with respect to subscribe for any AREH Subs Equity Interests. There are no obligations, contingent or purchase securities. No further approval or authorization otherwise, of any shareholderAREH Sub to repurchase, the Board of Directors redeem or others is required for the issuance and sale otherwise acquire any of the Securities. Except AREH Subs Equity Interests or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any entity other than guarantees of bank obligations or indebtedness for borrowed money entered into in the operating agreement ordinary course of the Company, there business. (b) There are no shareholders (i) options, warrants or other rights, agreements, arrangements or commitments to which any AREH Sub is a party, or by which any AREH Sub is bound, relating to issued or unissued AREH Subs Equity Interests, other than the Traymore Call Agreement, (ii) securities convertible into or exchangeable for AREH Subs Equity Interests, (iii) obligations of any AREH Selling Party to issue, sell, transfer, pledge or otherwise dispose of any Equity Interests in, or securities convertible into or exchangeable for Equity Interests in, any AREH Sub or (iv) bonds, debentures, notes or other indebtedness of any AREH Sub having voting rights (or convertible into securities having such rights) issued and outstanding. There are no voting trusts, proxies or other voting agreements or other similar agreements understandings to which any AREH Sub is a party or by which any AREH Sub is bound with respect to the Companyissued or unissued Equity Interests of such AREH Sub. ACE Lo’s Ordinary Shares option rights under the Traymore Call Agreement have not been exercised. The Traymore Call Agreement is in full force and effect on the date hereof, and there exists no default or event of default under the Traymore Call Agreement on the date hereof by ACE Lo, AREH or any other party thereto. (c) AREH, either directly or through its wholly-owned Subsidiaries, (i) owns all of the issued and outstanding AREH Subs Equity Interests free and clear of all Liens, (ii) has good title to which such AREH Subs Equity Interests and, (iii) at the Company is a party orClosing, (A) will transfer and convey to Buyer good title to such AREH Subs Equity Interests, and/or (B) will cause BEC to transfer and convey to Buyer good and marketable title to the knowledge Boardwalk Equity Interests, and/or (C) will cause D▇▇▇▇▇ Associates LLC to transfer and convey to Buyer good and marketable title to the Equity Interests in MLK I and MLK III, in each case free and clear of all Liens. None of the Company, between or among AREH Subs Equity Interests were certificated and no evidences of ownership were ever issued by any of the Company’s shareholdersAREH Sub for the AREH Subs Equity Interests.

Capitalization. (a) The Purchased Equity and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the SEC Filings; all outstanding shares of capital stock of the Company are, and, when the Purchased Equity has been delivered and paid for in accordance with this Agreement on the Closing Date, such Purchased Equity will have been validly issued, fully paid and nonassessable; the stockholders of the Company have no preemptive rights with respect to the Purchased Equity; and none of the outstanding shares of capital stock of the Company or any of the Company Subsidiaries have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in or contemplated by the SEC Filings, as of the dates indicated therein, there are no outstanding (i) securities or obligations of the Company or any of the Company Subsidiaries convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. Except as disclosed in or contemplated by the SEC Filings or contemplated herein, there are (A) to the Company’s Knowledge, no voting agreements, voting trusts, shareholder agreements, proxies or other similar agreements or understandings with respect to the equity interests of the Company or any of the Company Subsidiaries or that restrict or grant any right, preference or privilege with respect to the transfer of such equity interests and (B) no contracts to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on the equity interests of the Company or any of the Company Subsidiaries. The authorized capital of the Company consists, as of the date hereof and immediately prior to the Closing, of: (i) 770,000,000 shares of Common Stock, $0.01 par value per share, 172,144,283 shares of which are issued and outstanding as of January 31, 2025. All of the outstanding shares of Common Stock were issued in compliance with all applicable federal and state securities laws. The Company holds no Common Stock in its treasury. (ii) 70,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”), zero (0) shares of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the Delaware General Corporation Law. The Company holds no Preferred Stock in its treasury. (b) Schedule 3.2(b) of the Disclosure Schedule sets forth the capitalization of the Company as of the date hereof is as set forth in hereof, including the Registration Statement, number of shares of the following: (i) issued and outstanding Common Stock; (ii) granted stock options; (iii) shares of Common Stock reserved for future award grants under the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s employee equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans plan; (iv) Preferred Stock; and pursuant to the conversion and/or exercise of (v) warrants and any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the stock purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in Schedule 3.2(b) of the Registration Statement, and the ProspectusDisclosure Schedule, there are no outstanding securities Equity Securities or instruments other rights (including conversion or preemptive rights and rights of the Company or any Subsidiary that contain any redemption first refusal or similar provisionsrights) or agreements, and there are no contractsorally or in writing, commitments, understandings to purchase or arrangements by which the acquire from 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement Equity Securities of the Company, there are . (c) The Company has no shareholders agreements, voting agreements obligation (contingent or otherwise) to purchase or redeem any of its capital stock. (d) The Company has obtained valid waivers of any rights by other similar agreements with respect parties to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among purchase any of the Company’s shareholdersPreferred Shares covered by this Agreement.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, General Disclosure Package, and Prospectus under the heading “Capitalization”. Except as set forth in the Registration Statement, General Disclosure Package, and Prospectus. The , the Company has not issued any Ordinary Shares capital stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares shares of Common Stock to employees, directors or consultants employees pursuant to the Company’s equity incentive plans employee stock purchase plans, and pursuant to the conversion and/or exercise of any securities Common Stock Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle most recently filed periodic report under the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)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 Offering MaterialsTransaction Documents, except such rights which have been waived prior to the date hereof. Except as set forth in the Prospectus or a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights rights, or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings 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 Shares Common Stock Equivalents or 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 shares of Common Stock or other securities to any Person (other than the Underwriter) 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 securitiesUnderwriters). There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other Other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth disclosed in the Registration Statement, and the ProspectusCompany’s 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 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities lawsand other laws or the applicable statute of limitations has expired, and none of such outstanding Ordinary Shares 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 Board, or others is required for the issuance and sale of the Securities. Except for Other than what is disclosed in the operating agreement of the CompanyProspectus, there are no shareholders stockholders agreements, voting agreements agreements, or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares membership interests since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Common Share Equivalents”)) and is 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 Offering Materialsoffering documents. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Common Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares common shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares common shares or other membership interests 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 in on Schedule 3.1(h), which Schedule 3.1(h) shall also include the Registration Statementnumber of Ordinary Shares owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Company has not issued any Ordinary Shares capital shares since the date of this Agreementits most recently filed Form 20-F, other than (i) pursuant to the exercise of employee share options under the Company’s equity incentive plansshare option plans disclosed in the SEC Reports, (ii) pursuant to the issuance of Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive employee share purchase plans disclosed in the SEC Reports, and (iii) pursuant to the conversion and/or exercise of any securities Ordinary Share Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timemost recently filed Form 20-F. Except as set forth on Schedule 3.1(h), including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). 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 Offering MaterialsTransaction Documents. Except as set forth on Schedule 3.1(h) and except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock shares 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 Shares Share Equivalents or capital stock shares of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result in a right Purchasers). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Directors, or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in on Schedule 3.1(g), which Schedule 3.1(g) shall also include the Registration Statementnumber of Ordinary Shares owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Company has not issued any Ordinary Shares of its share capital since the date of this Agreementits most recently filed Form 20-F, other than (i) pursuant to the exercise of employee share options under the Company’s equity incentive plansshare option plans disclosed in the SEC Reports, (ii) pursuant to the issuance of Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive employee share purchase plans disclosed in the SEC Reports, and (iii) pursuant to the conversion and/or exercise of any securities Ordinary Share Equivalents outstanding as of the Company or date of the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timemost recently filed Form 20-F, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”than 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 Offering MaterialsTransaction Documents. Except as set forth on Schedule 3.1(g) and except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 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 Shares 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 or other securities to any Person (other than the Underwriter) and will not result in a right Purchasers). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the Prospectus, 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 stockshare” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares share capital of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Directors, or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 (a) All of the issued and outstanding equity interests of each Company Party and each of the Company as Subsidiaries set forth on Section 6.1(b) of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that Caesars Disclosure Schedule have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are been duly authorized, validly issuedissued and, to the extent applicable, are fully paid and non-assessable, . No equity interests of any Company Party or its Subsidiaries have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any applicable federal, state or foreign securities Laws or any preemptive or similar rights. The Purchased Company Party Interests constitute all of the issued and outstanding equity interests of CIC and JCC Holdings and, following the Restructuring Transactions, the Purchased Equity Interests shall constitute all of the issued and outstanding equity interests of the Purchased Entities. There are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire any equity interests in any Company Party or its Subsidiaries or any right to participate in the profits or other proceeds of any Company Party or its Subsidiaries, and there are no commitments, contracts, agreements, arrangements or understandings by any Caesars Party to issue any equity interests of any Company Party or its Subsidiaries other than in connection with the Restructuring Transactions. There are no outstanding or authorized stock-appreciation, phantom stock or similar rights with respect to subscribe for any Company Party or purchase securitiesits Subsidiaries. No further approval There are no voting trusts, proxies or authorization of any shareholder, other agreements or understandings with respect to the Board of Directors or others is required for the issuance and sale voting of the Securitiesequity interests in any Company Party or its Subsidiaries. Except for this Agreement and the operating agreement of the CompanyAncillary Agreements, there are no shareholders agreementsContracts between any Company Party or its Subsidiaries, voting agreements or respectively, and any other similar agreements Person with respect to the Company’s Ordinary Shares to which the Company is a party oracquisition, to the knowledge of the Companydisposition or voting of, between or among any other matters pertaining to, any of the Company’s shareholdersequity interests of any Company Party or its Subsidiaries, respectively. (b) None of the Company Parties nor any of their respective Subsidiaries own any direct or indirect equity interest, participation or voting right in any other Person (other than the Company Subsidiaries) or any options, warrants, convertible securities, exchangeable securities, subscription rights, preemptive rights, rights of first refusal, conversion rights, exchange rights, repurchase rights, stock appreciation rights, phantom stock, profit participation or other similar rights in or issued by any other Person (other than the Company Subsidiaries).

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares capital stock since the date of this Agreementfiling of the Prospectus, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of shares of Ordinary Shares Share to employees, directors or consultants employees pursuant to the Company’s equity incentive employee stock purchase plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime any Ordinary Share, including, without limitation, any debt, preferred sharesstock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Ordinary Share (“Ordinary Shares Share Equivalents”)) outstanding as of the date of the filing of the Prospectus. No Person has any right of first refusal, preemptive right, right of participationparticipation[1], or any similar right to participate in the transactions contemplated by this Agreement and the Offering Materialstransactions contemplated pursuant to the Prospectus. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, Statement 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 shares of Ordinary Shares or the capital stock of any SubsidiaryShare, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Ordinary Shares Share or Ordinary Shares Equivalents or capital stock of any SubsidiaryShare Equivalents. The Except as set forth in the Registration Statement and the Prospectus[2], the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Ordinary Shares Share or other securities to any Person (other than the UnderwriterInvestors and the Selling Agent) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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, shareholder or the Board of Directors of the Company or others is required for the issuance and sale of the Securities. Except for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares ordinary shares since the date of this Agreement[●], 2019, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Share Equivalents”)) and is outstanding as of [●], 2019. 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 Offering Materialsoffering documents. Except as a result of the purchase and sale of the Offered Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Offered Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares ordinary shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 Offered Securities. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares ordinary shares or other ordinary 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares ordinary shares since the date of this AgreementJuly 1, 2018, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Share Equivalents”)) and is outstanding as of July 1, 2018. No Except as contemplated herein, 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 Offering Materials. Except as a result of the purchase and sale of the Securities Shares or as disclosed in the Registration Statement, 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 or the 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 Shares Share Equivalents or capital stock of any Subsidiary. The Except as disclosed in the Registration Statement, and the Prospectus, the issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There Except as disclosed in the Registration Statement, and the Prospectus, there are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement Second Amended and Restated Memorandum and Articles of Association of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares ordinary shares or other ordinary 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 authorized capital stock of the Company as of the date hereof is set forth on Schedule 3(d) hereto. All of the outstanding shares of the Common Stock and any other outstanding security of the Company have been duly and validly authorized and validly issued, fully paid and nonassessable. Except as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, no shares of Common Stock or any other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities security of the Company or the Subsidiaries which would entitle the holder thereof are entitled to acquire Ordinary Shares at any timepreemptive rights, includingregistration rights, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”). No Person has any right rights of first refusal, preemptive right, right of participation, refusal or any similar right to participate in the transactions contemplated by the Offering Materials. Except as a result of the purchase rights and sale of the Securities or as disclosed in the Registration Statement, and the Prospectus, there are no outstanding options, warrants, scrip scrip, rights to subscribe to, calls call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company. Except for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any person with respect to any of its equity or obligations convertible into or exercisable or exchangeable fordebt securities. The Company is not a party to, or giving any Person any right to subscribe for or acquireand it has no knowledge of, any Ordinary Shares agreement or understanding restricting the voting or transfer of any shares of the capital stock of any Subsidiarythe Company. Except as disclosed below, (i) there are no outstanding debt securities, or other form of material debt of the Company or any of its Subsidiaries, (ii) there are no contracts, commitments, understandings understandings, agreements or arrangements by under which the Company or any Subsidiary of its Subsidiaries is or may become bound required to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock register the sale of any Subsidiary. The issuance and sale of their securities under the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person Act, (other than the Underwriteriii) 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. There there are no outstanding securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments of the Company or any Subsidiary that its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings understandings, agreements or arrangements by which the Company or any Subsidiary of its Subsidiaries is or may become bound to redeem a security of the Company or such Subsidiary. The any of its Subsidiaries, (iv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities, (v) the Company does not have any share stock appreciation rights or “phantom stock” plans or agreements agreements, or any similar plan or agreement. All agreement and (vi) as of the outstanding Ordinary Shares date of the Company are duly authorizedthis Agreement, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares and each of its Subsidiaries’ knowledge, no person or group of related persons beneficially owns (as determined pursuant to which Rule 13d-3 promulgated under the Company is a party or, Exchange Act (as defined below)) or has the right to the knowledge of acquire by agreement with or by obligation binding upon the Company, between beneficial ownership of in excess of 5% of the Common Stock. Any person with any right to purchase securities of the Company that would be triggered as a result of the transactions contemplated hereby or among by any of the other Transaction Documents has waived such rights or the time for the exercise of such rights has passed, except where failure of the Company to receive such waiver would not have a Material Adverse Effect. There are no options, warrants or other outstanding securities of the Company (including, without limitation, any equity securities issued pursuant to any Company Plan) the vesting of which will be accelerated by the transactions contemplated hereby or by any of the other Transaction Documents. None of the transactions contemplated by this Agreement or by any of the other Transaction Documents shall cause, directly or indirectly, the acceleration of vesting of any options issued pursuant the Company’s shareholdersstock option plans.

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares Common Stock since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares Common Stock to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares Common Stock at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities Shares or as disclosed in the Registration Statement, 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 Common Stock or the 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 Shares Common Stock Equivalents or 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 shares of Common Stock or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of Common Stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares shares of Common Stock 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 SecuritiesShares. Except for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common 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 (a) All of the Company as outstanding capital stock, limited liability company interests, partnership interests or other equity interests of the date hereof is Companies have been duly authorized and are validly issued and are fully paid and, other than general partner interests, nonassessable (subject to Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act and Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). Except as set forth in Section 4.3(a) of the Registration StatementSE Corp Disclosure Schedule, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities Organizational Documents of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities Companies or as disclosed expressly provided in the Registration Statement, and the Prospectusthis Agreement, there are no preemptive or other outstanding rights, options, warrants, scrip rights to subscribe toconversion rights, calls stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments under which any of any character whatsoever relating to, the Companies are or securities, rights may become obligated to issue or obligations convertible into or exercisable or exchangeable forsell, or giving any Person any a right to subscribe for or acquire, or dispose of, any Ordinary Shares or shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of any Subsidiaryof the Companies, and no securities or contractsobligations evidencing such rights are authorized, commitmentsissued or outstanding. Except for this Agreement and the Organizational Documents of the Companies, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock or other equity interests in the Companies are not subject to any voting trust agreement or similar arrangement relating to the voting of such capital stock or other equity interests. (b) Exhibit A sets forth, with respect to each Company, (i) its jurisdiction of organization or formation, (ii) its Ownership Percentage that will be contributed, directly or indirectly, to SEP at a Closing through the contribution of the Conveyed Interests; provided that, in respect of the partial contribution of the Ownership Percentage of any Subsidiary. The issuance and sale Company at any Closing as contemplated by this Agreement, the Conveyed Interests shall at such Closing represent ownership of only the applicable part of the Securities Ownership Percentage of the relevant Company being contributed at such Closing, and (iii) the Contributed Entity that will not obligate directly or indirectly hold the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any Ownership Percentage of such securities. There are no securities Company immediately before the contribution of such Contributed Entity at the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsFirst Closing. Except as set forth disclosed in the Registration StatementExhibit A, and the Prospectus, there are no outstanding securities or instruments as of the Company or any Subsidiary that contain any redemption or similar provisionsdate hereof, 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 none of the Company or such Subsidiary. The Company does not have Companies owns an equity interest in any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersPerson.

Capitalization. The capitalization of the Company as of the date hereof is as set forth described in the Registration Statement, and the ProspectusCompany’s most recent periodic report filed on SEDAR. The Company has not issued any Ordinary Shares since the date of this Agreement, securities other than pursuant to the Company’s equity incentive plansDebentures, the issuance exercise of Ordinary Shares to employees, directors or consultants pursuant to employee stock options under the Company’s equity incentive plans Stock Option Plans and pursuant to the conversion and/or or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares outstanding Common Share Equivalents”). No Person has any right of first refusal, preemptive pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities Purchased Shares, the Stock Option Plans or as disclosed in the Registration Statement, and the ProspectusDebentures, 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 or the capital stock of any SubsidiaryCommon Shares, 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 Shares Equivalents or capital stock of any SubsidiaryCommon Share Equivalents. The issuance and sale of the Securities will Purchased Shares shall not obligate the Company or any Subsidiary to issue Ordinary Common Shares or other securities to any Person (other than the UnderwriterPurchaser) and will shall 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Common Shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, to the knowledge of the Company, have been issued in compliance in all material respects with all federal and state securities lawsApplicable Laws and, and to the knowledge of the Company, none of such outstanding Ordinary Common Shares was issued in violation of any preemptive pre-emptive 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 of the Company or others is required for the issuance and sale of the SecuritiesPurchased Shares. Except for the operating agreement of the Company, there There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares authorized 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 (a) As of the date hereof, the authorized capital stock in the Company consists of (i) Fifty Million (50,000,000) shares of common stock, par value $0.001 per share, of which 11,335,000 shares of common stock are issued and outstanding as of the date hereof is hereof; and (ii) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which no shares of preferred stock are issued and outstanding as set forth in of the Registration Statement, and the Prospectusdate hereof. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been nonassessable and not subject to preemptive rights. Schedule 4.3 hereto sets forth a true and correct description of all issued in compliance in all material respects with all federal and state securities laws, and none outstanding shares of such outstanding Ordinary Shares was issued in violation capital stock of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization the Company as of any shareholderthe date hereof, the Board record holders thereof and the number of Directors shares so held. The Company does not have and has never had equity securities or others is required for securities convertible into the issuance and sale equity of the SecuritiesCompany issued and outstanding. Except for the operating agreement There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests or securities in the Company, there . There are no voting trusts, shareholders agreements, voting proxies or other agreements or other similar agreements understandings to which the Company or the Sellers are a party with respect to the Company’s Ordinary voting or transfer of the Shares except certain lock-up agreements as disclosed by the Sellers to which the Purchaser. (b) The Company has never adopted, sponsored or maintained any equity option plan or any other plan or agreement providing for equity compensation to any Person and there are no offers, options, warrants, puts, calls, purchase rights, subscription rights, exchange rights, equity appreciation, phantom stock, profit participation, or other rights, agreements or commitments of any kind (contingent or otherwise) relating to the issuance, conversion, registration, voting, sale or transfer of any equity securities or interests of the Company is a party or, or obligating the Company or any other Person to purchase or redeem any such equity securities or interests. The Company does not have and has never issued any convertible securities that upon exercise would entitle the knowledge of holder to equity in 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 in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares common stock since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares Common Share Equivalents”)) and is 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 Offering Materialsoffering documents. Except as a result of the purchase and sale of the Securities Shares or as disclosed in the Registration Statement, 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 or the 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 Shares Common Share Equivalents or 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 or other securities to any Person (other than the UnderwriterRepresentative) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares common stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 SecuritiesShares. Except for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares common stock or other common 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 in on Schedule 3.1(g)(1), which Schedule 3.1(g)(1) shall also include the Registration Statementnumber of Ordinary Shares owned beneficially, and of record, by Affiliates of the ProspectusCompany as of the date hereof. The Other than as stated in Schedule 3.1(g)(1), the Company has not issued any Ordinary Shares shares since its most recently filed periodic report under the date of this AgreementExchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity incentive stock option plans, the issuance of Ordinary Shares to employees, directors or consultants employees pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares Equivalents”)employee stock purchase plans. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed set forth in the Registration Statement, and the ProspectusSchedule 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 or the capital stock shares 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 Shares Share Equivalents or capital stock shares of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) and will not result Purchasers). Except as set forth in a right Schedule 3.1(g)(2), there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no security or instrument upon an issuance of securities of by the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rightsSubsidiary. Except as set forth in the Registration Statement, and the ProspectusSchedule 3.1(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 stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares issued shares of shares of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of the Company, there There are no shareholders shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 stated therein is as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. The Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company has not issued any Ordinary Shares since the date of this Agreementcapital stock, other than pursuant to the Company’s 's equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s 's equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime Shares, including, without limitation, any debt, preferred sharesstock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Shares (“Ordinary Shares "Common Share Equivalents”"). No Person individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a "Person") has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, the Time of Sale 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 or the 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 Shares Common Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterPurchasers) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, 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 stock” " plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessablenonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares 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 for the operating agreement of support agreement, dated September 28, 2023, between the CompanyCompany and Velocity Fund Partners, LP, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares '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 All issued and outstanding securities of the Company as issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the date hereof preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized share capital of the Company is as set forth in the Registration Statement, and conforms in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the outstanding Ordinary Shares 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 of the outstanding Ordinary Shares, exempt from such registration requirements The Company has not issued any Ordinary Shares capital stock since the date of this AgreementDecember 31, 2018, other than pursuant to the Company’s equity incentive plans, the issuance exercise of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities Share Equivalents outstanding as of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable fordate hereof, or otherwise entitles as disclosed in the holder thereof to receive (“Ordinary Shares Equivalents”)Registration Statement. 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 Offering MaterialsTransaction Documents. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 or the capital stock of any SubsidiaryShares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares Shares, or Ordinary Shares Equivalents Share Equivalents, except as disclosed in the Registration Statement, the Preliminary Prospectus or capital stock of any Subsidiarythe Prospectus. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterUnderwriters) 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. There are no securities No claim will be made or enforced by the Company or, with the consent of the Company Company, any other Person, that any Underwriter of the Securities is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or any Subsidiary that have any similar anti-dilution takeover plan or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and arrangement in effect or hereafter adopted by the like) to the exercise or conversion price, have any exchange rightsCompany, or reset rights. Except as set forth in that any Underwriter of Securities could be deemed to trigger the Registration Statement, and the Prospectus, there are no outstanding securities or instruments provisions 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 stock” plans or agreements or any similar plan or agreement. All arrangement, by virtue of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securitiesreceiving 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 for as disclosed in the operating agreement of Registration Statement, the CompanyPreliminary Prospectus or the Prospectus, there are no shareholders shareholder agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 authorized capitalization of the Company as of the date hereof is as set forth in the Registration StatementIncorporated Documents. Except as disclosed in the Final Prospectus, and the Prospectus. The Company has not issued any Ordinary Shares share capital since its most recently filed periodic report under the date of this AgreementExchange Act, other than (i) pursuant to the exercise of share options or the vesting of restricted share awards under the Company’s equity incentive plansplans by employees, directors or other service providers, the issuance of Ordinary Shares to employees, directors or consultants other service providers pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any timetime any Ordinary Shares, including, without limitation, any debt, preferred sharesshare, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive receive, Ordinary Shares (such securities, “Ordinary Shares Share Equivalents”)) outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Except as set forth in the Final Prospectus, 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 Offering Materialstransactions contemplated by the Preliminary Prospectus. Except as disclosed in the Time of Sale Disclosure Package and the Final Prospectus and except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, and the ProspectusSecurities, 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 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 Shares Share Equivalents or capital stock of any Subsidiary. The Except as set forth in the Final Prospectus, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the UnderwriterInvestors) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the ProspectusIncorporated Documents, 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 Incorporated Documents, the Company does not have any outstanding share appreciation rights or “phantom stockshare” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares share capital of the Company are is duly authorized, . All of the outstanding share capital of the Company is validly issued, fully paid and non-assessablenot subject to any calls for additional payments (nonassessable), have has been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary Shares share capital 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 for as set forth in the operating agreement of the CompanyIncorporated Documents, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares 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 (a) Upon the Restructuring, the Company as will own, directly or indirectly, all equity interests of the date hereof is as set forth in the Registration Statement, and the Prospectus. The Company has not issued any Ordinary Shares since the date of this Agreement, other than pursuant to the Company’s equity incentive plans, the issuance of Ordinary Shares to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, 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 or the capital stock of any each Acquired 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 Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rights, or reset rights. Except as set forth in the Registration Statement, and the Prospectus, 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 stock” plans or agreements or any similar plan or agreement. All of the issued and outstanding Ordinary Shares and equity interests of the Company each Acquired Subsidiary are duly authorized, validly issued, fully paid and non-assessablenonassessable, and have been issued in compliance in all material respects with all federal applicable Laws. There are no accrued but unpaid dividends payable by the Company on any Shares or payable by any other Acquired Company on any of its equity interests. (b) Section 4.01(b) of the Disclosure Schedule sets forth as of the date hereof an accurate and state securities lawscomplete list of all outstanding Seller Options, Seller RSUs and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights or similar rights Seller Warrants. Except with respect to subscribe for or purchase securities. No further approval or authorization of any shareholderthe Plans, Seller Options, Seller RSUs and Seller Warrants, the Board of Directors Acquired Companies do not sponsor or others is required maintain any stock option plan or any other plan or agreement providing for any equity or equity-linked compensation to any Person and the issuance and sale of the SecuritiesAcquired Companies have not committed, promised or otherwise obligated itself to create, grant, issue, or amend any stock option plan or any other plan or agreement providing for any equity or equity-linked compensation to any Person. Except for the operating Plans, Seller Options, Seller RSUs and Seller Warrants, there are no outstanding subscriptions, options, warrants, rights (including “phantom” stock rights), preemptive rights or other contracts, commitments, understandings, plans or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement, obligating any Acquired Company to issue or sell any shares of any Acquired Company or to grant, extend or enter into any option with respect thereto. (c) No Shares and equity interests of any other Acquired Company have been issued subject to a repurchase option on the part of an Acquired Company, risk of forfeiture or other similar condition. (d) There are no preemptive rights or agreements, arrangements or understandings (written or oral) to issue preemptive rights with respect to the issuance or sale of equity interest of an Acquired Company created by statute or any agreement or other arrangement (written or oral) to which Seller and/or an Acquired Company is a party or to which it is bound and there are no agreements, arrangements or understandings (written or oral) to which Seller and/or an Acquired Company is a party pursuant to which Seller and/or the Acquired Companies have the right to elect to satisfy any Liability by issuing equity interests of an Acquired Company. (e) No Acquired Company is a party or subject to any agreement, arrangement or understanding (written or oral), and, to the Knowledge of the Company, there are is no shareholders agreementsagreement, voting agreements arrangement or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, understanding (written or oral) between or among any Persons which affects, restricts or relates to voting, giving of any written consent, or dividend right with respect to or the transferability of any equity interest of any Acquired Company, including any voting trust agreement or proxy. No debt securities of any Acquired Company are issued and outstanding. (f) Section 4.01(f) of the Disclosure Schedule sets forth, with respect to each Acquired Company’s shareholders: (i) its jurisdiction of organization, and (ii) the number of outstanding shares of the equity capital of such Acquired Company and the holders of such shares.

Capitalization. The capitalization authorized, issued and outstanding share capital of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not issued any Ordinary Shares since Final Prospectus under the date of caption “Consolidated Capitalization” (except for subsequent issuances, if any, (A) pursuant to this Agreement, other than (B) pursuant to the Company’s equity incentive plansreservations, the issuance of Ordinary Shares agreements or employee benefit plans referred to employees, directors or consultants pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire Ordinary Shares at any time, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive (“Ordinary Shares 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 Offering Materials. Except as a result of the purchase and sale of the Securities or as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or (C) pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Final Prospectus, there ). The outstanding shares in the capital of the Company have been duly authorized and validly issued and are no fully paid and non-assessable. None of the outstanding options, warrants, scrip shares in the capital of the Company were issued in violation of the pre-emptive or other similar rights to subscribe to, calls or commitments of any character whatsoever relating tosecurityholder of the Company or other person. No person, firm, corporation or securitiesentity has any agreement, rights option, right or obligations convertible into privilege (whether pre-emptive or exercisable contractual) capable of becoming an agreement or exchangeable foroption, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which purchase from the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock of its subsidiaries of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares shares or other securities to any Person (other than the Underwriter) 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. There are no securities of the Company or any Subsidiary that have any anti-dilution or similar adjustment rights (other than adjustments for stock splits, recapitalizations, and the like) to the exercise or conversion price, have any exchange rightssuch subsidiary, or reset rights. Except as set forth to require the Company or any of its subsidiaries to purchase, redeem or otherwise acquire any of the outstanding securities in the Registration Statement, and the Prospectus, there are no outstanding securities or instruments share capital 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 Subsidiaryits subsidiaries. The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding Ordinary 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 for the operating agreement of the Company, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to To the knowledge of the Company, between no agreement is in force or among effect which in any manner affects the voting or control of any of the Company’s shareholderssecurities of the Company or any of its subsidiaries. The form and terms of the certificate representing the Common Shares have been approved and adopted by the board of directors of the Company and the form and terms of the certificate representing the Common Shares do not and will not conflict with any applicable laws or the rules and by-laws of the Toronto Stock Exchange (the “TSX”).