Common use of Issuance and Sale of Adss Clause in Contracts

Issuance and Sale of Adss. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global Partners, acting as agent and/or principal (the “Sales Agent”), American Depositary Shares (“ADSs”), each representing five (5) ordinary shares of the Company, no par value (the “Ordinary Shares”), subject to the limitations set forth in Section 3(b) hereof (the ADSs to be offered and sold hereunder being referred to as the “Placement Shares”). The issuance and sale of the Placement Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), after it is declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The term of this Agreement shall commence on the date on which the Registration Statement (as defined below) is declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The Company and the Sales Agent agree that this Agreement replaces that certain sales agreement, dated October 2, 2020, by and between the Company and the Sales Agent (the “October 2020 Sales Agreement”), which agreement terminated pursuant to its terms. The Placement Shares will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the Placement Shares evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Sales Agent deposit, on behalf of the Sales Agent, the Ordinary Shares represented by such ADSs with The Bank of New York Mellon, as custodian (the “Custodian”) for the Depositary, which shall deliver such Placement Shares to the Sales Agent for the account of the Sales Agent for subsequent delivery to the investors, as the case may be. On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act, with the Commission, a shelf registration statement on Form F-3, including a base prospectus (the “Base Prospectus”), relating to certain securities, including Ordinary Shares underlying the ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company and the Depositary have prepared and filed with the Commission registration statements relating to ADSs on Form F-6 (File No. 333-217881 and File No. 333-252207) for registration under the Securities Act (the “ADS Registration Statement”). The Company has prepared, or will prepare, a prospectus specifically relating to the offering of the Ordinary Shares underlying the ADSs pursuant to this Agreement included as part of such Registration Statement (the “ATM Prospectus”). As soon as practicable following the date that the Registration Statement is declared effective by the Commission, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of the Registration Statement relating to the Placement Shares (as defined below). The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement on Form F-3, as amended by any post-effective amendments thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), each of which is included in the Registration Statement, as it or they may be supplemented from time to time by any additional prospectus supplement, in the form in which such Base Prospectus and/or ATM Prospectus have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Applications (collectively “XXXXX”).

Issuance and Sale of Adss. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global Partners, acting as agent and/or principal (the “Sales Agent”), American Depositary Shares (“ADSs”), each representing five (5) ordinary shares of the Company, no par value (the “Ordinary Shares”), subject to the limitations set forth in Section 3(b) hereof (the ADSs to be offered and sold hereunder being referred to as the “Placement Shares”). The issuance and sale of the Placement Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), after it is declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The term of this Agreement shall commence on the date on which the Registration Statement (as defined below) is and declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The Company and the Sales Agent agree that this Agreement replaces that certain sales agreementon March 8, dated October 2, 2020, by and between the Company and the Sales Agent (the “October 2020 Sales Agreement”), which agreement terminated pursuant to its terms2019. The Placement Shares will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the Placement Shares evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Sales Agent deposit, on behalf of the Sales Agent, the Ordinary Shares represented by such ADSs with The Bank of New York Mellon, as custodian (the “Custodian”) for the Depositary, which shall deliver such Placement Shares to the Sales Agent for the account of the Sales Agent for subsequent delivery to the investors, as the case may be. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act, with the Commission, a shelf registration statement on Form F-3F-3 (File No. 333-229715) not earlier than three years prior to the date hereof, including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including Ordinary Shares underlying the ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company and the Depositary have prepared and filed with the Commission a registration statements statement relating to ADSs on Form F-6 (File No. 333-217881 and File No. 333-252207217881) for registration under the Securities Act (the “ADS Registration Statement”). The Company has prepared, or will prepare, prepared a prospectus supplement specifically relating to the offering of the Ordinary Shares underlying the ADSs pursuant to this Agreement included as part of such Registration Statement registration statement (the “ATM Prospectus”). As soon as practicable following the date that filing of the Registration Statement is declared effective by the CommissionATM Prospectus, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus base prospectus included as part of the Registration Statement Statements and the ATM Prospectus relating to the Placement Shares (as defined below). The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement on Form F-3statement, as amended by any post-effective amendments thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), each of which is included in the Registration Statement, as it or they may be supplemented from time to time by any additional prospectus supplement, in the form in which such Base Prospectus prospectus and/or ATM Prospectus have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Applications (collectively “XXXXX”).

Issuance and Sale of Adss. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global PartnersXxxxxxxxxxx & Co. Inc., acting as agent and/or principal (the “Sales Agent”), American Depositary Shares (“ADSs”), each representing five (5) ordinary shares of the Company, no par value (the “Ordinary SharesPlacement ADSs”), subject to the limitations set forth in Section 3(b) hereof (the ADSs to be offered and sold hereunder being referred to as the “Placement Shares”). The issuance and sale of the Placement Shares to or through the Sales Agent will be effected issued pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), after it is declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The term of this Agreement shall commence on the date on which the Registration Statement (as defined below) is declared effective by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The Company and the Sales Agent agree that this Agreement replaces that certain sales agreementDeposit Agreement, dated October 2as of June 6, 2020, by and between the Company and the Sales Agent (the “October 2020 Sales Agreement”), which agreement terminated pursuant to its terms. The Placement Shares will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement 2016 (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the all holders from time to time and beneficial holders of the Placement Shares evidencing the ADSs issued thereunder, each representing ten fully paid ordinary shares, no par value per share, to be issued by the Company (the “Ordinary Shares”), having an aggregate offering price of up to $35,000,000 (the “Maximum Amount”), subject to the limitations set forth in Section 3(b) hereof. The Company shall, following the sale of the Placement Shares to or through subscription by the Sales Agent of the ADSs, deposit, on behalf of the Sales Agent, the Ordinary Shares represented by such ADSs with The HSBC Bank of New York MellonAustralia Limited, as custodian for the Depositary (the “Custodian”) for ), whereupon the Depositary, which shall Depositary will deliver such Placement Shares the ADSs to the Sales Agent Agent. References in this Agreement to the purchase of, or payment for, any ADSs, and similar or analogous expressions, shall be understood to refer to the subscription for the account Ordinary Shares underlying those ADSs, as well as deposit of the Ordinary Shares for ADSs representing such Ordinary Shares, and the payment of the subscription moneys in respect of such Ordinary Shares. The sale of ADSs representing Ordinary Shares to or through the Sales Agent for subsequent delivery will be effected pursuant to the investorsRegistration Statement (as defined below) filed by the Company which has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the case may beCompany to use the Registration Statement (as defined below) to sell the ADSs representing Ordinary Shares. On As of the date of this Agreement, the Company has filed, or will file, filed in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission, a shelf registration statement on Form F-3F-3 (333-259224), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including the Ordinary Shares underlying represented by the Placement ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company and the Depositary have has prepared and filed with the Commission registration statements relating to ADSs on Form F-6 (File No. 333-217881 and File No. 333-252207) for registration under the Securities Act (the “ADS Registration Statement”). The Company has prepared, or will prepare, a prospectus supplement specifically relating to the offering offer and sale of the Ordinary Shares underlying the Placement ADSs pursuant to this Agreement included as part of such Registration Statement (the “ATM Prospectus”). As soon as practicable following the date that the Registration Statement is declared effective by the Commission, the The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of the Registration Statement such registration statement, relating to the Placement Shares (as defined below). The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement SharesADSs. Except where the context otherwise requires, such registration statement on Form F-3statement, as amended by any post-effective amendments theretoamended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B 430A, 430B, 430C or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, each of which is included in the Registration Statement, as it or they may be supplemented from time to time by any additional prospectus supplement, in the form in which such Base Prospectus prospectus and/or ATM Prospectus have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of the Prospectus, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document filed after such date with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Applications any successor thereto (collectively “XXXXX”).

Issuance and Sale of Adss. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global Partners, acting as agent and/or principal (the “Sales Agent”), Agent American Depositary Shares (the “ADSs”), each representing five (5) 1.25 ordinary shares shares, $0.0001 par value per ordinary share, of the Company, no par value Company (the “Ordinary Shares”), subject to the limitations set forth in Section 3(b5(c) hereof (the ADSs to be offered and sold hereunder being referred to as the “Placement SharesADSs”). The ADSs will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to that certain deposit agreement, dated as of February 8, 2021 (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of ADRs evidencing ADSs issued thereunder. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement ADSs that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Placement Shares to or ADSs through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) originally filed by the Company under with the Securities and Exchange Commission (the “Commission”) on April 26, 2022 and declared effective by the Commission on May 26, 2022, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement ADSs. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), after it is declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The term of this Agreement shall commence on the date on which the Registration Statement (as defined below) is declared effective by with the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The Company and the Sales Agent agree that this Agreement replaces that certain sales agreement, dated October 2, 2020, by and between the Company and the Sales Agent (the “October 2020 Sales Agreement”), which agreement terminated pursuant to its terms. The Placement Shares will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the Placement Shares evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Sales Agent deposit, on behalf of the Sales Agent, the Ordinary Shares represented by such ADSs with The Bank of New York Mellon, as custodian (the “Custodian”) for the Depositary, which shall deliver such Placement Shares to the Sales Agent for the account of the Sales Agent for subsequent delivery to the investors, as the case may be. On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act, with the Commission, a shelf registration statement on Form F-3F-3 (File No. 333-264486), including a base prospectus (the “Base Prospectus”)prospectus, relating to certain securities, including Ordinary Shares underlying the ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company and the Depositary have has prepared and filed with the Commission registration statements relating to ADSs on Form F-6 (File No. 333-217881 and File No. 333-252207) for registration under the Securities Act (the “ADS Registration Statement”). The Company has prepared, or will prepare, a prospectus specifically relating supplement to the offering of the Ordinary Shares underlying the ADSs pursuant to this Agreement base prospectus included as part of such Registration Statement registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement ADSs to be issued from time to time pursuant to this Agreement (the “ATM ProspectusProspectus Supplement”). As soon as practicable following the date , and which incorporates by reference documents that the Registration Statement is declared effective by Company has filed or will file in accordance with the Commission, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies provisions of the ATM Prospectus included as part of the Registration Statement relating to the Placement Shares (as defined below)Exchange Act. The Company may file, if necessary, file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement SharesADSs. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it became effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement on Form F-3, as amended by any post-effective amendments theretostatement(s), including all amendments thereto and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) of under the Securities Act, is herein called the “Registration Statement.” The Base Prospectusbase prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)reference, and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), each of which is included in the Registration Statement, as it or they may be supplemented from time to time by any additional prospectus supplementthe Prospectus Supplement, in the form in which such Base prospectus and/or Prospectus and/or ATM Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”)as used herein, as defined in Rule 433 of under the Securities Act (“Rule 433”)), relating to the Placement Shares ADSs that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any amendment or supplement thereto issuer free writing prospectus shall be deemed to refer to and include the documents documents, if any, that are or are deemed to be incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission deemed to be Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference thereinreference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to either the its Electronic Data Gathering Analysis and Retrieval SystemSystem or, or if applicable, the Interactive Data Electronic Applications Application system when used by the Commission (collectively collectively, “XXXXXEXXXX”).

Issuance and Sale of Adss. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global Partners, acting as agent and/or principal (the “Sales Agent”), American Depositary Shares (“ADSs”), each representing five thirty (530) ordinary shares of the Company, no par value (the “Ordinary Shares”), subject to the limitations set forth in Section 3(b) hereof (the ADSs to be offered and sold hereunder being referred to as the “Placement Shares”). The issuance and sale of the Placement Shares to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), after it is declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The term of this Agreement shall commence on the date on which of the Registration Statement (as defined below) is declared effective by the Commission execution of this Agreement and shall end upon the termination or expiration of this Agreement in accordance with Section 11. The Company and the Sales Agent agree that this Agreement supersedes and replaces that certain sales agreement, dated October 2January 22, 20202021, by and between the Company and the Sales Agent (the “October 2020 January 2021 Sales Agreement”), which agreement terminated pursuant to its terms. The Placement Shares will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the Placement Shares evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Sales Agent deposit, on behalf of the Sales Agent, the Ordinary Shares represented by such ADSs with The Bank of New York Mellon, as custodian (the “Custodian”) for the Depositary, which shall deliver such Placement Shares to the Sales Agent for the account of the Sales Agent for subsequent delivery to the investors, as the case may be. On the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act, with the Commission, a shelf registration statement on Form F-3, including a base prospectus (the “Base Prospectus”), relating to certain securities, including ADSs and the underlying Ordinary Shares underlying the ADSsShares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company and the Depositary have prepared and filed with the Commission registration statements relating to ADSs on Form F-6 (File No. 333-217881 and File No. 333-252207) for registration under the Securities Act (the “ADS Registration Statement”). The Company has prepared, or will prepare, prepared a prospectus supplement specifically relating to the offering of the ADSs and the underlying Ordinary Shares underlying the ADSs pursuant to this Agreement included as part of such Registration Statement (the “ATM Prospectus”). As soon as practicable following the date that the Registration Statement is declared effective by the Commissionhereof, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of that supplements the Registration Statement relating to the Placement Shares (as defined below). The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement on Form F-3, as amended by any post-effective amendments thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Base ProspectusProspectus included in the Registration Statement, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), and the ATM Prospectus, which supplements the Registration Statement, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), each of which is included in the Registration Statement, as it or they may be supplemented from time to time by any additional prospectus supplement, in the form in which such Base Prospectus and/or ATM Prospectus have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Applications (collectively “XXXXXEXXXX”).