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Contract analysis / issuer-support-cooperation-letter.docx
issuer-support-cooperation-letter.docx
High · 1
Medium · 4
Standard · 1
1. Recitals and Background
Standard
⚑ Commercial term
1. Recitals and Background Reference is hereby made to that certain Registration Rights Agreement, dated as of June 14, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the "RRA"), entered into by and among the Company and certain shareholders of the Company, including the Selling Shareholder, in connection with the Company's initial public offering of ordinary shares, which was consumm
2. Confirmation of Cooperation Obligations
Medium
⚑ Forum / governing law
2. Confirmation of Cooperation Obligations In accordance with the Company's obligations under Section 2.2 of the RRA, and in furtherance of the Offering, the Company hereby confirms that it will undertake the following cooperation and support activities. The Company acknowledges that the timely and complete performance of these obligations is a material condition to the successful completion of the Offering, and the
3. Expense Allocation
Medium
⚑ Liability cap to check against exposure
3. Expense Allocation (a) Issuer Expenses Pursuant to the terms of the RRA, and in particular Section 2.2(e) thereof, the Company will bear the following expenses arising in connection with the Offering (collectively, the "Issuer Expenses"): (i) SEC Filing Fees: $5,246.00, calculated in accordance with the SEC's fee schedule and EDGAR filing fee calculation methodology, based on an aggregate offering amount of $48,00
4. Indemnification Cross-Reference
High
⚑ Indemnity / guarantee obligation
4. Indemnification Cross-Reference The indemnification and contribution obligations of the Company and the Selling Shareholder with respect to the Registration Statement, the Prospectus Supplement, and the Offering shall be governed by and subject to the terms and conditions set forth in Article IV (Indemnification and Contribution) of the RRA dated June 14, 2021, which provisions are incorporated herein by reference
5. Representations and Acknowledgments of the Company
Medium
⚑ Forum / governing law
5. Representations and Acknowledgments of the Company The Company hereby represents, warrants, and confirms to the Selling Shareholder as of the date hereof as follows: (a) Effectiveness of Registration Statement. The Registration Statement on Form F-3 (File No. 333-278415) was declared effective by the SEC on September 22, 2025 and remains effective as of the date hereof. No stop order suspending the effectiveness o
6. Demand Registration Acknowledgment
6. Demand Registration Acknowledgment The Company hereby acknowledges and confirms that the Offering constitutes the Selling Shareholder's second demand registration under Section 2.2 of the RRA (demand #2 of 3 permitted demands available to the Selling Shareholder thereunder). Following the consummation of the Offering, one additional demand registration right will remain available to the Selling Shareholder under S
7. Lock-Up
7. Lock-Up The Company acknowledges that in connection with the Offering, the Selling Shareholder will enter into a lock-up agreement with Meridian Zanthor (the "Lock-Up Agreement") restricting the sale, transfer, pledge, or other disposition of the Selling Shareholder's remaining 2,750,000 ordinary shares for a period of 60 calendar days following the Closing Date, subject to customary exceptions as may be agreed be
8. Miscellaneous Provisions
Medium
⚑ Forum / governing law
8. Miscellaneous Provisions (a) No Amendment to the RRA This Letter is intended solely to confirm and implement the Company's existing obligations under the RRA in connection with the Offering and does not amend, modify, supplement, waive, or supersede any provision of the RRA. In the event of any conflict or inconsistency between the terms of this Letter and the terms of the RRA, the terms of the RRA shall control i