Contract analysis

Section 1. Definitions and Interpretive Provisions For purposes of this Certificate, the following terms shall have the meanings set forth below: "Underwriting Agreement" means the Underwriting Agreement dated as of March 2, 2023, by and among the Company and the Underwriters, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. The Underwriting Agreement is

Section 2. Certification of Representations and Warranties Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows: (a) The representations and warranties of the Company set forth in Section 3 of the Underwriting Agreement are true, correct, and complete in all material respects as of the date of the Underwriting Agreement (March 2, 2023) and as of th

Section 3. Certification of Compliance with Conditions to Closing Each of the undersigned officers hereby certifies, to the best of his knowledge, information, and belief, as follows: (a) All conditions precedent to the obligations of the Underwriters to purchase and pay for the Firm ADSs and, to the extent the overallotment option has been exercised, the Option ADSs, as set forth in Section 7 of the Underwriting Agr

Section 4. Certification of No Material Adverse Change Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows: (a) Since December 31, 2022 (the date of the most recent audited financial statements of the Company included in the Registration Statement and the Prospectus for FY2022), there has not been any material adverse change, or any development in

Section 5. Certification Regarding the Registration Statement and the Prospectus Each of the undersigned officers hereby certifies, on behalf of the Company and not in his individual capacity, as follows: (a) As of the Effective Date (February 28, 2023) and as of the Closing Date (March 21, 2023), the Registration Statement on Form S-1 (File No. 333-268514), including all amendments and supplements thereto through an

Section 6. Use of Proceeds Confirmation The undersigned officers hereby confirm, on behalf of the Company, that the net proceeds of the offering will be applied in the manner and for the purposes described in the Prospectus under the caption "Use of Proceeds." Based on the Public Offering Price of $11.0769 per ADS and assuming the full exercise of the overallotment option with respect to all 1,000,000 Option ADSs, th

Section 7. Funds Flow Certification The undersigned officers hereby confirm, on behalf of the Company, the following with respect to the flow of funds in connection with the Closing: (a) The gross proceeds of the offering in the amount of $85,000,000 (assuming full exercise of the overallotment option) are to be received by the Company through the escrow account established with Northvale Fiduciary Services LLC, 1 Li

Section 8. Additional Certifications The undersigned officers hereby further certify, on behalf of the Company and not in their individual capacity, as follows: (a) Irish Corporate Filings. The Company has filed all reports, returns, and documents required to be filed with the Companies Registration Office of Ireland (CRO No. 587412) under the Companies Act 2014, including all annual returns (Form B1), financial stat

Section 9. Reliance; No Personal Liability This Certificate is delivered by the undersigned officers on behalf of the Company and not in their individual capacities. Neither Dr. Cormac Tierney nor Ronan McBride shall have any personal liability to any Underwriter or any other person in connection with the certifications, representations, and confirmations set forth herein, except to the extent that any such personal