Document

We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 to be filed on or about March 21, 2024 (the "Form S-8") relating to the Plan.

Under the Plan, the Company may from time to time grant rights to purchase Plan Shares (as defined below) to Eligible Employees or other persons designated by the Administrator (each, a participant).

Unless stated otherwise, the defined terms in this opinion have the meanings ascribed to them in the Plan.

1.1For the purposes of this opinion we have examined and relied upon copies of the following documents:

1.1.1a draft of the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission; and

1.2For the purposes of this opinion, we have, with the Company's consent, relied upon a certificate or other written confirmation of an officer or employee of the Company or its subsidiaries as to matters of fact, without having independently verified such factual matters.

1.3.1examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S 8); and

1.3.2undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

1.4.1non-assessable means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the purchase price of those Plan Shares that may be purchased pursuant to the Plan; and

1.4.2Plan Shares means an aggregate of 500,000 ordinary shares of no par value each in the capital of the Company which may be issued or transferred to a participant pursuant to, or in connection with, the Plan.

2.1that the rules of the Plan have been properly adopted by the Company and that the Plan has been, and will at all times be, (i) operated in accordance with its rules and (ii) legal, valid, binding and enforceable in accordance with its terms;

2.2that the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an Administrator):

in a manner consistent with the board's or committee's or Administrator's (as the case may be) fiduciary duties and in accordance with the rules of the Plan and the Company's articles of association;

2.3that a meeting of the Company's shareholders has been, or will be, duly convened and held at which it was, or will be, resolved to approve the Plan;

2.4that a meeting of the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant participant;

2.5.1a breach of any authority to allot ordinary shares conferred on the directors of the Company by the shareholders of the Company; or

2.5.2a breach of any pre-emptive or anti-dilution provision in the Company's memorandum and articles of association; or

2.7that all Plan Shares have been, or will be, duly allotted and issued and (where applicable) transferred, in accordance with the Company's articles of association;

2.8that prior consent of the Jersey Financial Services Commission pursuant to Article 4 of the Control of Borrowing (Jersey) Order 1958 (the "COBO Law") will be obtained in connection with the grant of rights to purchase Plan Shares under the Plan to persons who do not fall within the categories of persons set out at Article 6(1) of the COBO Law;

2.9that the transferee of any Plan Share will have: (i) the capacity, power and authority; (ii) taken all necessary action; and (iii) obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding on it), to become the registered holder of that Plan Share in accordance with all applicable laws;

2.10the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;

2.11that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be;

2.12that the Company is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due or bankrupt (as defined in Article 8 of the Interpretation (Jersey) Law 1954) as a result of the creation or performance of the Plan or the issue or transfer of Plan Shares pursuant to the Plan;

2.13that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and

As a matter of Jersey law and based on, and subject to, the assumptions and limitations set out in this opinion, we are of the opinion that, in relation to the Plan Shares to be allotted and issued, or transferred, to a participant under the Plan in settlement of his or her Offering, upon the:

3.1receipt in full by the Company of all amounts payable by the participant under the Plan in respect of the participant's Plan Shares; and

3.2entry of the name of the participant as the holder of those Plan Shares in the Company's register of members,

This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.

5.1This opinion is addressed to the Company in connection with the registration of the Plan Shares under the US Securities Act of 1933, as amended.

5.2We consent to the filing of a copy of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission.