to be performed or satisfied hereunder at or prior
to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has not been, subsequent
to the date of the most recent audited financial statements included or incorporated by reference in the Pricing Disclosure Package,
any occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect, except as set forth in the Prospectus.
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may
be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified
and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are
in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the
Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall
have been no material adverse change or development involving a prospective material adverse change in the condition or prospects
or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth
in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or
in equity, shall have been pending or threatened against the Company before or by any court or federal or state commission, board
or other administrative agency wherein an unfavorable decision, ruling or finding could reasonably be expected to have a Material
Adverse Effect, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) no
stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened
by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or
supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities
Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations,
and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto
shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, (with respect to the Pricing Disclosure Package and the Prospectus, in light of the circumstances
under which they were made), not misleading.
Agreement. The Deposit Agreement shall be in full force and effect and the Company and the Depositary shall have
taken all action necessary to permit the deposit of the Ordinary Shares and the issuance of the Public Securities in accordance
with the Deposit Agreement.
Certificate. The Depositary shall have furnished or caused to be furnished to the Underwriters a certificate satisfactory
to the Representative of one of its authorized officers evidencing the deposit with the custodian of the Ordinary Shares against
issuance of the Public Securities, the execution, issuance, countersignature (if applicable) and