Common use of Notice to Prospective Investors in Switzerland Clause in Contracts

Notice to Prospective Investors in Switzerland. The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares. This prospectus: · does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Axx 0000 (Cth) (the “Corporations Act”); · has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and · may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”). The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor. As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Switzerland. The shares may This document is not be publicly offered intended to constitute an offer or solicitation to purchase or invest in the notes. We have not been licensed for offering the notes to non-qualified investors by the Swiss Financial Market Supervisory Authority FINMA (the “FINMA”) as a foreign collective investment scheme pursuant to Article 120(1) of the Swiss Collective Investment Schemes Act of June 23, 2006, as amended (the “CISA”) and no representative or paying agent in Switzerland has been appointed pursuant to Article 120(4) of the CISA. Accordingly, the notes may only be offered or advertised, directly or indirectly, in or from Switzerland, and will not be listed on the SIX Swiss Exchange (“SIX”) or on this offering circular and any other stock exchange marketing or regulated trading facility offering documents relating to us may only be distributed in or from Switzerland. This document does not constitute a prospectus , within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations Financial Services Act (“FinSA”) and the CISA. No application has or will be made to admit the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of notes to trading on any other stock trading venue (exchange or regulated multilateral trading facility facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the shares notes constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the offering notes may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to us or the offering, the Company, the shares have notes has been or will be filed with with, or approved by by, any Swiss regulatory authority, such as FINMA. In particular, this document will Investors in the notes do not be filed with, benefit from the specific investor protection provided by the CISA and the offer supervision by the FINMA in connection with the offering of shares will not be supervised bythe notes. The Issuer has filed a registration statement (including a prospectus, dated July 26, 2019) and a Preliminary Prospectus Supplement, dated March 24, 2022, with the Securities and Exchange Commission, or SEC, for the offering of the Notes. Before you invest, you should read the Preliminary Prospectus Supplement, the Swiss Financial Market Supervisory Authority (FINMA), accompanying prospectus and the offer of shares other documents the Issuer has not been filed with the SEC for more complete information about the Issuer and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares. This prospectus: · does not constitute a disclosure document or a prospectus under Chapter 6D.2 offering of the Corporations Axx 0000 (Cth) (Notes. You may get these documents for free by visiting XXXXX on the “Corporations Act”); · has not beenSEC’s website at xxx.xxx.xxx. Alternatively, and will not bethe Issuer, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for underwriters or any dealer participating in the purposes offering of the Corporations Act Notes will arrange to send you the Preliminary Prospectus Supplement and does not purport to include the information required of a disclosure document for the purposes of the Corporations Actaccompanying prospectus if you request it by contacting Citigroup Global Markets Inc. at (000) 000-0000; BofA Securities, Inc. at 0-000-000-0000; Barclays Capital Inc. at (000) 000-0000; X.X. Xxxxxx Securities LLC at (000) 000-0000; Xxxxxx Xxxxxxx & Co. LLC at (000) 000-0000; and · may only be provided in Australia Xxxxx Fargo Securities, LLC at (000) 000-0000. Directors, Officers and Stockholders Subject to select investors who are able to demonstrate that they fall within one or more of the categories of investorsLock-Up: Signatory Lock-Up Form Xxxxxxx X. Xxxx Exhibit A-1 Xxxxxxxxx X. Xxxxxx Exhibit A-1 Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx, available under section 708 of the Corporations Act (“Exempt Investors”)Xx. The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor. As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.Exhibit A-1 Exhibit A-1 Xxxxxxx X. Xxxxxx Exhibit A-1 Xxxxxx X. Xxxxxxxxx Exhibit X-0

Notice to Prospective Investors in Switzerland. The shares Securities may not be publicly offered offered, directly or indirectly, in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations Financial Services Act (“FinSA”) and no application has or will be made to admit the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of Securities to trading on any other stock trading venue (exchange or regulated multilateral trading facility facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the shares Securities, constitutes or will constitute a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the Securities may be publicly distributed or otherwise made publicly available in Switzerland. Neither This prospectus supplement is for distribution only to persons who (a) are outside the Abu Dhabi Global Market, or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the Financial Services and Markets Regulations 2015 (“FSMR”)), or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. This offer document is an Exempt Offer in accordance with the Market Rules of the ADGM Financial Services Regulatory Authority. This Exempt Offer document is intended for distribution only to Persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other Person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The ADGM Financial Services Regulatory Authority has not approved this Exempt Offer document nor taken steps to verify the information set out in it, and has no responsibility for it. The Securities to which this Exempt Offer relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities offered should conduct their own due diligence on the Securities. If you do not understand the contents of this Exempt Offer document you should consult an authorised financial advisor. The Prospectus Supplement relates to an Exempt Offer in accordance with the Market Rules of the Dubai Financial Services Authority (“DFSA”). The Prospectus Supplement is intended for distribution only to persons of a type specified in the Market Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved the Prospectus Supplement nor taken steps to verify the information set forth herein and has no responsibility for the Prospectus Supplement. The Securities to which the Prospectus Supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities offered should conduct their own due diligence on the Securities. If you do not understand the contents of the Prospectus Supplement you should consult an authorized financial advisor. This document is for distribution only to persons who (a) are outside the Dubai International Financial Centre, (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module or (c) are persons to whom an invitation or inducement in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document nor relates is available only to relevant persons and will be engaged in only with relevant persons. The Securities are not being offered or sold, in Hong Kong, by means of the Prospectus Supplement or and any other offering documents or marketing material materials relating to the offeringOffers other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer or invitation to the public for the purposes of the Securities and Futures Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance. None of the Republic, the CompanyUnderwriters has issued or had in its possession for the purposes of issue, the shares have been or will issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be filed with accessed or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised read by, the Swiss Financial Market Supervisory Authority public of Hong Kong (FINMA), except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and the offer of shares has Futures Ordinance and any rules made under that Ordinance. The Securities have not been and will not be authorized registered under the Swiss Federal Act on Collective Investment Schemes Financial Instruments and Exchange Law of Japan (“CISA”)Law No. The investor protection afforded to acquirers 25 of interests in collective investment schemes under the CISA does not extend to acquirers of shares. This prospectus: · does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Axx 0000 (Cth1948, as amended) (the “Corporations Act”); · has not been, and accordingly will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and · may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”). The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to subscribe others for re-offering or buy resale, directly or indirectly, in Japan or to, or for the shares may be issuedbenefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor. As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Actwith, the offer Financial Instruments and Exchange Law of those securities for resale in Australia within 12 months mayJapan (Law No. 25 of 1948, under section 707 as amended) and any other applicable laws, regulations and ministerial guidelines of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASICJapan.