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IV. | QUALIFICATIONSAND LIMITATIONS |
This opinion letter, including, without limitation, the opinions, assumptions and qualifications, is subject to substantive Swiss law as in force and as interpreted at the date hereof. The opinions expressed herein are subject to the collection and bankruptcy, insolvency, reorganisation or similar laws affecting the rights of creditors and secured parties in general (including, without limitation, provisions relating to voidable preferences as set forth in articles 285 et seq. of the Swiss Federal Debt Enforcement and Bankruptcy Act of 11 April 1889, as amended (the “DEBA”)), laws or principles of general application (including, but not limited to, the abuse of rights (Rechtsmissbrauch), and the principle of good faith (Grundsatz von Treu und Glauben)), as well as to the laws and rules of civil procedure and, as the case may be, arbitration rules applying to creditors or debtors and claimants and defendants generally. In addition, we express no opinion herein as to any taxation, accounting or commercial matters. Other qualifications to which this opinion letter is subject are as follows:
a. | This opinion letter is based exclusively on the documents referred to in section I above and we were not instructed to, and did not, make any further independent search or due diligence. |
b. | The exercise of voting rights and rights related thereto with respect to any shares of the Issuer is only permissible after registration in the Issuer’s share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles of Association. |
c. | We express no opinion as to whether the Registration Statement is accurate, true, correct, complete or not misleading. In particular, and without limitation to the foregoing, we express no opinion on whether the Registration Statement provides sufficient information for investors to reach an informed assessment of the Issuer or the shares. |
d. | We express no opinion as to regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter. |
e. | The EGM Resolution and the EGM Capital Increase Resolution may be challenged pursuant to article 706 et seq. CO. |
The lawyers of our firm are admitted to the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, our opinion is confined to Swiss law. We have abstained from examining any issues of any other laws. This opinion letter relates to the laws of Switzerland in effect on the date hereof. Such laws and the interpretation thereof are subject to change. In this opinion letter, Swiss legal concepts are expressed in English terms and not in their original Swiss language; these concepts may not be identical to the concepts described by the same English terms as they exist under the laws of jurisdictions other than Switzerland; this opinion letter may, therefore, only be relied upon subject to the condition that any issues of interpretation or liability arising hereunder will be governed by Swiss law.
This opinion letter shall be subject to the substantive laws of Switzerland.
Yours sincerely,
/s/ Niederer Kraft Frey Ltd
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