Common use of Purchase of the Offered Securities Clause in Contracts

Purchase of the Offered Securities. (a) The Company agrees to issue and sell the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives [in the case of the Firm Securities, ] at the offices of Xxxxxxxx & Xxxxx International LLP at [10:00] A.M. New York City time on [_____ , 20__], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Offered Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Offered Securities. (a) The Company agrees to issue and sell the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth 45th day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives [Representative, in the case of the Firm Securities, ] at the offices of Xxxxxxxx & Xxxxx International Worcester LLP at [10:00] A.M. New York City time or around 11:00 A.M., Eastern time, on [_____ the second (2nd) (or if the Firm Securities are priced, 20__]as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:00 p.m. Eastern time, the third (3rd)) Trading Day following the date hereof, or at such other time or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Offered Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be be, shall be made against delivery to the Representatives Representative for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be be, with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The certificates for the Offered Securities Securities, if any, will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives Representative nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative and the other Underwriters and shall not be on behalf of the Company. (e) The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or the Additional Closing Date, as the case may be, warrants, substantially in the form of Exhibit D attached hereto, to purchase such number of ADSs equal to five percent (5%) of the Firm Securities sold by the Company (the “Representative’s Warrant”). The Representative’s Warrant shall be issued to the Representative at a nominal price of $0.01, exercisable, in whole or in part, commencing from six months after the date of issuance and expiring on the fifth-year anniversary of the commencement of sale of the Offering at an initial exercise price of $[ ] per share, which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Firm Security. The Representative understands and agrees that there are significant restrictions pursuant to the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant and the underlying ADSs during the one hundred eighty (180) days from the commencement of sales of the Offered Securities and by its acceptance thereof agrees that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such Offered Securities for a period of one hundred eighty (180) days from the commencement of sales of such Offered Securities to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase of the Offered Securities. (a) The Company Selling Stockholder agrees to issue and sell the Firm Offered Securities to the several Underwriters Underwriter as provided in this underwriting agreement (this “Agreement”), and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase at a price per ADS of US$[______ ] ADSs (the “Purchase Price”) of US$54.00 from the Company Selling Stockholder the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Offered Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company Selling Stockholder understands that the Underwriters intend Underwriter intends to make a public offering outside of Argentina of the Offered SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company Selling Stockholder acknowledges and agrees that the Underwriters Underwriter may offer and sell the Offered Securities to or through any affiliate of an Underwriterits affiliates. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts account specified by the CompanySelling Stockholder, to the Representatives [Underwriter in the case of the Firm Offered Securities, ] at the offices of Xxxxxxxx Xxxxx Xxxx & Xxxxx International Xxxxxxxx, LLP at [10:00] A.M. 10:00 A.M., New York City time time, on [_____ October 31, 20__]2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriter, the Company and the Company Selling Stockholder may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Firm Offered Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Offered Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be shall be made against delivery to the Representatives for the respective accounts of the several Underwriters Underwriter of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Datedate, as the case may be with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the CompanyCompany and the Selling Stockholder, as applicable. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Underwriter shall otherwise instruct. The certificates for the Offered Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Each of the Company and the Selling Stockholder acknowledges and agrees that the Representatives and the other Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Selling Stockholder or any other person. Additionally, neither any Representative nor any other the Underwriter is not advising the Company Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Each of the Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representatives and the other Underwriters Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters Underwriter and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Offered Securities. (a) The Company agrees to issue and sell the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ●] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth forty-fifth (45th) day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for The Company will deliver the Offered Securities to the Representative through the facilities of the Depository Trust Company (“DTC”), unless the Representative shall be made otherwise instruct, for the account of the several Underwriters, against payment of the Purchase Price therefor by the Underwriters by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives [in the case of the Firm Securities, ] at the offices of Xxxxxxxx & Xxxxx International LLP Worcester LLP, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at [10:00] A.M. New York City time or around 11:00 A.M., Eastern time, on [_____ the second (2nd) (or if the Firm Securities are priced, 20__]as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:00 p.m. Eastern time, the third (3rd)) Trading Day following the date hereof, or at such other time or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative on the same or such other date, not later than the fifth seventh (7th) business day thereafter, as the Representatives Representative and the Company may agree upon in writing and on which date the conditions set forth in Section 6 are satisfied or waived by the Representative (such date being herein referred to as the “Closing Date”) or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and Securities (such date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is being herein referred to as the “Additional Closing Date”). Payment for For purposes of Rule 15c6-1 under the Offered Securities to be purchased on Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of the Firm Securities or the Additional Closing DateOption Securities, as the case may be applicable. The Company shall be made against delivery deliver to the Representatives Representative for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives Representative shall request in writing not later than two (2) full business days prior to the Closing Date or the Additional Closing Date, as the case may be be, with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities Securities, if any, will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives Representative nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative and the other Underwriters and shall not be on behalf of the Company. (e) The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or the Additional Closing Date, as the case may be, one or more warrants, substantially in the form of Exhibit D attached hereto, to purchase an aggregate number of ADSs equal to five percent (5%) of the Offered Securities sold by the Company (the “Representative’s Warrants”). The Representative’s Warrants shall be issued to the Representative at a nominal price of $0.01, exercisable, in whole or in part, commencing six (6) months following the commencement of sales of the Offered Securities in the offering and expiring on the fifth-year anniversary of the commencement of sales of the Offered Securities in the offering at an initial exercise price of $[●] per ADS, which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Firm Security. The Representative understands and agrees that there are significant restrictions pursuant to the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants and the underlying ADSs and Ordinary Shares (such underlying ADSs and Ordinary Shares, the “Representative’s Warrant Shares” and collectively with the Representative’s Warrants, the “Representative’s Securities”) during the one hundred eighty (180) days from the commencement of sales of the Offered Securities and by its acceptance thereof agrees that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such Offered Securities for a period of one hundred eighty (180) days from the commencement of sales of such Offered Securities to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase of the Offered Securities. (a) The Company agrees Each of the Selling Stockholders agrees, severally and not jointly, to issue and sell the Firm Securities Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per ADS Share of US$[______ ] U.S.$ (the “Purchase Price”) from the Company the respective number of Firm Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, Xxxxxxxxx Xxxxx Reca, a Selling Stockholder, as and to the Company extent indicated in Schedule 2 hereto, and as part of the public offering of the Securities, agrees to issue and sell the Option Securities Additional Shares to the several Underwriters as provided in this Agreement, Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from the Company the Option Securities Mr. Reca up to Additional Shares at the Purchase Price less an amount per share Share equal to any dividends or distributions declared by the Company and payable on the Firm Securities Shares but not payable on the Option SecuritiesAdditional Shares. If any Option Securities Additional Shares are to be purchased, the number of Option Securities Additional Shares to be purchased by each Underwriter shall be the number of Option Securities Additional Shares which bears the same ratio to the aggregate number of Option Securities Additional Shares being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 12 hereof) bears to the aggregate number of Firm Securities Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares Offered Securities as the Representatives in their sole discretion shall make. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Securities Additional Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representatives to the CompanyMr. Reca. Such notice shall set forth the aggregate number of Option Securities Additional Shares as to which the option is being exercised and the date and time when the Option Securities Additional Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The Underwriters may elect to have the Depositary issue and deliver ADSs representing any or all of the Firm Shares and/or the Additional Shares. In that case, the Underwriters may request in writing to the Selling Stockholders (or, in the case of the Additional Shares, to Mr. Reca) at any time that some or all of the Securities purchased by the Underwriters be delivered by the Selling Stockholders, as applicable, to the account of the Custodian. In such case, upon instruction of the Representatives, the Depositary shall issue and deliver ADSs to the Underwriters, in which case the obligations of the Selling Stockholders to deliver such Securities will only be satisfied upon the issuance by the Depositary and delivery to the Underwriters of the corresponding ADSs. (b) The Company understands Selling Stockholders understand that the Underwriters intend to make a public offering of the Offered SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges Selling Stockholders acknowledge and agrees agree that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts specified by the Company, Selling Stockholders to the Representatives [in the case of the Firm SecuritiesShares, ] at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx International LLP at [10:00] A.M. 10:00 A.M., New York City time time, on [_____ , 20__]2018, or at such other time or place on the same or such other date, not later than the fifth (5th) business day thereafter, as the Representatives and the Company Selling Stockholders may agree upon in writing or, in the case of the Option SecuritiesAdditional Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesAdditional Shares. The time and date of such payment for the Firm Securities Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SecuritiesAdditional Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Offered Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be be, with any transfer taxes and Depositary fees payable in connection with the sale of such Offered Securities duly paid by the CompanySelling Stockholders. Delivery of (i) the Offered Securities by the Selling Stockholders shall be made to the account of the Custodian in Argentina and (ii) the ADSs by the Depositary shall be made through the facilities of The Depository Trust Company (“DTC”) ), unless the Representatives shall otherwise instruct. The certificates for the Offered Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Each of the Company and the Selling Stockholders acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company Selling Stockholders with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Selling Stockholders or any other person. Additionally, neither any Representative the Representatives nor any other Underwriter is advising the Company Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter Underwriters shall have any no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholders.

Purchase of the Offered Securities. (a) The Company Selling Shareholder agrees to issue and sell the Firm Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS share of US$[______ ] US$ (the “Purchase Price”) from the Company Selling Shareholder the respective number of Firm Underwritten Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 heretohereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunder. In addition, subject to the Company conditions set forth herein, the Selling Shareholder agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from the Company Selling Shareholder the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 12 hereof) bears to the aggregate number of Firm Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares Offered Securities as the Representatives Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Underwriters to the CompanySelling Shareholder. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereintherein and in any case, within a period of thirty calendar days after the day of this Agreement. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts account specified by the Company, Selling Shareholder to the Representatives [Underwriters in the case of the Firm Underwritten Securities, ] at the Hong Kong offices of Xxxxxxxx Xxxxxx & Xxxxx International LLP Xxxxxxx at [10:00] A.M. A.M.][P.M.], New York City time time, on [_____ , 20__]2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriters and the Company Selling Shareholder may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Underwriters in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Underwritten Securities is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the The Offered Securities to be purchased on delivered to each Underwriter shall be delivered in book entry form, and in such denominations and registered in such names as the Underwriters may request in writing not later than one full business day prior to the Closing Date or the an Additional Closing Date, as the case may be be. Such ADSs shall be made against delivery delivered by or on behalf of the Selling Shareholder to the Representatives for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates ), for the Offered Securities will be made available for inspection and packaging account of such Underwriter, against payment by or on behalf of such Underwriter of the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior purchase price therefor pursuant to the Closing Date or the Additional Closing Date, as the case may bepreceding paragraph. (dc) The Each of the Company and the Selling Shareholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholder with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Selling Shareholder or any other person. Additionally, neither any Representative nor any other Underwriter none of the Underwriters is advising the Company Company, the Selling Shareholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter Underwriters shall have any no responsibility or liability to the Company or the Selling Shareholder with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Shareholder. (d) The Selling Shareholder acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter.

Purchase of the Offered Securities. (a) The Subject to the conditions set forth herein, the Company agrees to issue and sell the Firm Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each UnderwriterUnderwriter agrees, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ] (the “Purchase Price”) from the Company the respective number of Firm Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per ADS (the “Purchase Price”) of US$[·]. In addition, Subject to the conditions set forth herein, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares Offered Securities as the Representatives Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Underwriters to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereintherein and in any case, within a period of thirty calendar days after the day of this Agreement. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts account specified by the Company, Company to the Representatives [Underwriters in the case of the Firm Underwritten Securities, ] at the Hong Kong offices of Xxxxx Xxxx & Xxxxxxxx & Xxxxx International LLP at [10:00] A.M. 10:00 A.M., New York City time time, on [_____ ·], 20__]2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriters and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Underwriters in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Underwritten Securities is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the The Offered Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be delivered to each Underwriter shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Offered Securities to be purchased on delivered in book entry form, and in such date in definitive form denominations and registered in such names and in such denominations as the Representatives shall Underwriters may request in writing not later than two one full business days prior to the Closing Date or the Additional Closing Date, as the case may be with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the an Additional Closing Date, as the case may be. Such ADSs shall be delivered by or on behalf of the Company to the Underwriters through the facilities of The Depositary Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor pursuant to the preceding paragraph. (dc) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company. (d) The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or through any affiliate of an Underwriter.

Purchase of the Offered Securities. (a) The Company agrees to issue and sell the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ●] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option SecuritiesSecurities . If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth forty-fifth (45th) day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for The Company will deliver the Offered Securities to the Representative through the facilities of the Depository Trust Company (“DTC”), unless the Representative shall be made otherwise instruct, for the account of the several Underwriters, against payment of the Purchase Price therefor by the Underwriters by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives [in the case of the Firm Securities, ] at the offices of Xxxxxxxx & Xxxxx International LLP Worcester LLP, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at [10:00] A.M. New York City time or around 11:00 A.M., Eastern time, on [_____ the second (2nd) (or if the Firm Securities are priced, 20__]as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:00 p.m. Eastern time, the third (3rd)) Trading Day following the date hereof, or at such other time or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative on the same or such other date, not later than the fifth seventh (7th) business day thereafter, as the Representatives Representative and the Company may agree upon in writing and on which date the conditions set forth in Section 6 are satisfied or waived by the Representative (such date being herein referred to as the “Closing Date”) or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and Securities (such date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is being herein referred to as the “Additional Closing Date”). Payment for For purposes of Rule 15c6-1 under the Offered Securities to be purchased on Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of the Firm Securities or the Additional Closing DateOption Securities, as the case may be applicable. The Company shall be made against delivery deliver to the Representatives Representative for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives Representative shall request in writing not later than two (2) full business days prior to the Closing Date or the Additional Closing Date, as the case may be be, with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities Securities, if any, will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives Representative nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative and the other Underwriters and shall not be on behalf of the Company. (e) The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or the Additional Closing Date, as the case may be, one or more warrants, substantially in the form of Exhibit D attached hereto, to purchase an aggregate number of ADSs equal to five percent (5%) of the Offered Securities sold by the Company (the “Representative’s Warrants”). The Representative’s Warrants shall be issued to the Representative at a nominal price of $0.01, exercisable, in whole or in part, commencing six (6) months following the commencement of sales of the Offered Securities in the offering and expiring on the fifth-year anniversary of the commencement of sales of the Offered Securities in the offering at an initial exercise price of $[●] per ADS, which is equal to one hundred and twenty percent (120%) of the initial public offering price of a Firm Security. The Representative understands and agrees that there are significant restrictions pursuant to the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants and the underlying ADSs and Ordinary Shares (such underlying ADSs and Ordinary Shares, the “Representative’s Warrant Shares” and collectively with the Representative’s Warrants, the “Representative’s Securities”) during the one hundred eighty (180) days from the commencement of sales of the Offered Securities and by its acceptance thereof agrees that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such Offered Securities for a period of one hundred eighty (180) days from the commencement of sales of such Offered Securities to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase of the Offered Securities. (a) The Company agrees to issue and sell the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company hereby agrees to sell to the several U.S. Dollar Underwriters, and each of the U.S. Dollar Underwriters agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ] (the “Purchase Price”) from the Company with a view to resale to investors, the respective number of Firm Securities ADSs set forth opposite such Underwriter’s name in the first table in Schedule 1 hereto. In additionI hereto opposite its name, and (ii) the Company hereby agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementEuro Underwriters, and each of the UnderwritersEuro Underwriters agrees, severally and not jointly, to purchase from the Company with a view to resale to investors, the respective number of Firm Shares set forth in the second table in Schedule I hereto opposite its name. The Firm Shares (and, as the case may be, the Optional Shares) and the Firm ADSs (and, as the case may be, the Optional ADSs) are being offered as part of a single capital increase at an identical price of $[•] per ADS (the “ADS Purchase Price”) corresponding to €[•] per Ordinary Share (the “Ordinary Share Purchase Price” and, together with the ADS Purchase Price, the “Offering Price”) based upon the exchange rate as in effect on the date hereof, as agreed between the Company and the Representatives, and exclusive of the commissions set forth herein. (b) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Company agrees to sell to the U.S. Dollar Underwriters the Optional ADSs, and the U.S. Dollar Underwriters shall have the option to purchase, severally and not jointly, from up to [•] Optional ADSs at the ADS Purchase Price, and (ii) the Company agrees to sell to the Option Securities Euro Underwriters the Optional Shares, and the Euro Underwriters shall have the option to purchase, severally and not jointly, up to [•] Optional Shares at the Ordinary Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall makePrice. The Underwriters Representatives may exercise the option to purchase Option Optional Securities at any time in whole, whole or from time to time in part, on or before the thirtieth day following the date of the ProspectusProspectus (such date to correspond with the closing of the subscription period under article R.225-118 of the French Commercial Code) (the “Greenshoe Period”), by written notice from the Representatives to the Company. Such Any such exercise notice shall set forth specify the aggregate number and type of Option Optional Securities as to which be purchased by the option is being exercised Underwriters and the date and time when the Option Securities on which such securities are to be delivered purchased. The purchase date must be at least two business days after the written notice is given and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date for the Firm Securities nor later than the tenth full ten business day (as hereinafter defined) days after the date of such notice notice. On the day, if any, that Optional Securities are to be purchased (unless the “Additional Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Optional ADSs or Optional Shares (subject to such time adjustments to eliminate fractional ADSs or Ordinary Shares, as the case may be, as you may determine), as the case may be, that bears the same proportion to the total number of Firm ADSs or Firm Shares, as the case may be, set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm ADSs or Firm Shares (except that such proportion acquired by Xxxxxxxxx LLC shall be calculated on the basis of the aggregate amount of Firm Securities acquired by Xxxxxxxxx LLC and date are postponed in accordance with Jefferies International Ltd together (i.e., up to [•] Optional ADSs) and such proportion acquired by Xxxxxx, Xxxxxxxx & Company, Incorporated shall be calculated on the provisions basis of Section 10 hereofthe aggregate amount of Firm Securities acquired by Xxxxxx, Xxxxxxxx & Company, Incorporated and Xxxxxx Xxxxxxxx Europe Limited together (i.e., up to [•] Optional ADSs)). Any such notice The Representatives may elect that all or a portion of the Optional Shares be delivered in the form of ADSs or may elect that all or a portion of the Optional ADSs be delivered as Ordinary Shares, and payment therefor shall be given at least two business days prior to made in U.S. Dollars or Euros, as the date and time case may be. The obligations of delivery specified thereinthe Underwriters under this Agreement shall not constitute a firm underwriting (garantie de bonne fin) within the meaning of Article L.225-145 of the French Commercial Code. (bc) The Company understands that the Underwriters intend to make a public an offering in the United States of the respective portions of the Offered SecuritiesSecurities sold to them as contemplated hereby and in the Prospectus as soon after the effectiveness of the Registration Statement as is advisable, and initially to offer the Offered Securities ADSs on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (cd) Payment of the Ordinary Share Purchase Price and the ADS Purchase Price, as applicable, for the Offered Securities Firm Shares and the Firm ADSs shall be made to the Company (i) in Euros with respect to the Firm Shares by wire transfer in or credit of immediately available funds of an amount equal to the accounts specified product of [•] Firm Shares sold in the European Offering by the Ordinary Share Purchase Price to a blocked account in the Company, ’s name at Société Générale (the “Euro Blocked Account”) and (ii) in United States dollars with respect to the Representatives Firm ADSs by wire transfer or credit of immediately available funds of an amount equal to the product of the [•] Firm ADSs sold in the case U.S. Offering by the ADS Purchase Price to a blocked account in the Company’s name at Société Générale Securities Services, as transfer agent and registrar of the Firm SecuritiesCompany (the “Registrar”) (the “Dollar Blocked Account” and, ] together with the Euro Blocked Account, the “Blocked Accounts”), each at the offices of Xxxxxxxx & Xxxxx International LLP at [10:00] A.M. New York City time 10:00 a.m. Central European Time, on [_____ •], 20__]2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter[•], 2020, as the Representatives and the Company may agree upon shall be designated in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securitiesyou. The time and date of such payment for the Firm Securities is are hereinafter referred to herein as the “Closing Date,.” and the time and date for such payment for the Option Securities, if other than On the Closing Date, is herein referred subject to as receipt of payment for the Firm Securities in the Blocked Accounts, the Registrar will issue, or cause to be issued, the certificat du dépositaire des fonds (the “Additional Certificate”) required by article L.225-146 of the French Commercial Code. (e) Prior to the Closing Date, the Company shall have taken all actions and made all necessary filings with Euronext and Euroclear France and with the Depository Trust Company (“DTC”), to facilitate the transfer of the Firm Shares and the Underlying Shares through Euroclear France and the Firm ADSs through DTC. Payment On the Closing Date, upon the issuance of the Certificate, the Registrar shall: (i) send to Euroclear France, in the name and on behalf of the Company, a lettre comptable for the Offered Securities creation of the Firm Shares and of the Underlying Shares corresponding to be purchased the Firm ADSs and for credit thereof no later than on the Closing Date in a securities account opened in the name and on behalf of the Company in the books of the Registrar; (ii) transfer and credit the Firm Shares to a securities account as directed by the Representatives; and (iii) transfer the Underlying Shares corresponding to the Firm ADSs to Société Générale Securities Services , as custodian under the Deposit Agreement, for the account of the Depositary against issuance of American Depositary Receipts (“ADRs”) evidencing ADSs in accordance with the Deposit Agreement. The delivery of the Firm ADSs shall be made to the Representatives through the facilities of DTC, unless the Representatives shall otherwise instruct. At least one full business prior to the Closing Date, the Company shall have taken all actions and provided the Registrar with all notices, documents, corporate authorizations or other instruments necessary or required to effectuate the issuance of the Certificate. The certificates for the Firm ADSs will be made available for inspection by the Representatives at the office of the Depositary not later than 7:00 P.M., New York City time, on the business day prior to the Closing Date. Any Offered Securities will be issued in book-entry form and not by deed. (f) On the Closing Date, upon the issuance of the Certificate, the Company shall pay, or cause to be paid, to the Representatives for the Underwriters’ proportionate accounts the sum of (i) the product of $[•] per ADS multiplied by the number of Firm ADSs paid for by the Underwriters, plus (ii) the product of €[•] per Ordinary Share multiplied by the number of Firm Shares paid for by the Underwriters and (iii) the amount of any expenses owing to the Underwriters as provided by this Agreement, by wire transfer or credit of immediately available funds to an account designated by the Representatives, in United States dollars in the case of (i) and (iii) and in Euros in the case of (ii). The Company irrevocably agrees to such transfer. Such payment shall be made to accounts specified by Xxxxxxxxx LLC, on behalf of the Underwriters, immediately following the issuance of the Certificate referred to in the preceding paragraphs of this Section 2. (g) In case of exercise of the option to purchase Optional Securities by the Representatives, payment for any Optional ADSs shall be made to the Company in United States dollars to the Dollar Blocked Account and payment for any Optional Shares shall be made in Euros to the Euro Blocked Account in the same manner as set forth in Section 2(d), on the date specified in the corresponding notice described in Section 2(b), or at such other time on the same or on such other date, in any event not later than [•], 2020 as shall be designated in writing by you. On the Additional Closing Date, subject to receipt of payment for the Optional Securities in the Blocked Accounts, the Registrar will issue, or cause to be issued, the certificat du dépositaire des fonds (the “Additional Certificate”, together with the Certificate, the “Certificates”), required by article L. 225-146 of the French Commercial Code. Issuance and delivery of the Optional ADSs or the Optional Shares, as the case may be be, and payment to the Underwriters of their compensation in respect thereof, shall occur in the same manner as set forth in the preceding paragraphs of this Section 2 for the Firm ADSs or the Firm Shares, as the case may be. (h) The certificates evidencing the Offered ADSs shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two one full business days prior to the Closing Date or the Additional Closing Date, as the case may be with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. The Firm Securities and Optional Securities shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Offered Securities to the Underwriters duly paid by the Company. (di) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any the other Underwriter Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Offered Securities. (a) The Company agrees to issue and sell the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ ●] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth forty-fifth (45th) day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for The Company will deliver the Offered Securities to the Representative through the facilities of the Depository Trust Company (“DTC”), unless the Representative shall be made otherwise instruct, for the account of the several Underwriters, against payment of the Purchase Price therefor by the Underwriters by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives [in the case of the Firm Securities, ] at the offices of Xxxxxxxx & Xxxxx International LLP Worcester LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at [10:00] A.M. New York City time or around 11:00 A.M., Eastern time, on [_____ the first (1st) (or if the Firm Securities are priced, 20__]as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:00 p.m. Eastern time, the second (2nd)) Trading Day following the date hereof, or at such other time or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative on the same or such other date, not later than the fifth seventh (7th) business day thereafter, as the Representatives Representative and the Company may agree upon in writing writing, in accordance with Japanese law and on which date the conditions set forth in Section 6 are satisfied or waived by the Representative (such date being herein referred to as the “Closing Date”) or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and Securities (such date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is being herein referred to as the “Additional Closing Date”). Payment for For purposes of Rule 15c6-1 under the Offered Securities to be purchased on Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of the Firm Securities or the Additional Closing DateOption Securities, as applicable. In addition, the case may be Company and the Representative hereby agree that trading in the ADSs shall be made against delivery not commence until the ADSs have been delivered to the Representatives Underwriters or as specified in either a cross receipt or similar instructions for delivery for the benefit of the applicable purchasers thereof. The Company shall deliver to the Representative for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives Representative shall request in writing not later than two (2) full business days prior to the Closing Date or the Additional Closing Date, as the case may be be, with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities Securities, if any, will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives Representative nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Offered Securities. (a) The Company agrees to issue and sell sell, and each of the Selling Shareholders agrees, severally and not jointly, to sell, the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of US$[______ [ ] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 heretohereto and from each of the Selling Shareholders the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, the Company agrees to issue and sell sell, and each of the Selling Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Shareholder the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 12 hereof) bears to the aggregate number of Firm Securities being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Shareholders understand that the Underwriters intend to make a public offering of the Offered Securities, and initially to offer the Offered Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and the Selling Shareholders acknowledge and agrees that the Underwriters may offer and sell the Offered Securities to or through any affiliate of an Underwriter. (c) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts specified by the CompanyCompany and the Attorneys-in-Fact or any of them (with regard to payment to the Selling Shareholders), to the Representatives [in the case of the Firm Securities, ] at the offices of Xxxxxxxx & Xxxxx International LLP at [10:009:00] A.M. New York City time on [_____ [ ], 20__]2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Offered Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the CompanyCompany and the Selling Shareholders. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Offered Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than [1:00 P.M.], New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Each of the Company and each Selling Shareholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Selling Shareholders or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Shareholders. Moreover, each Selling Shareholder acknowledges and agrees that, although the Representative may be required or choose to provide certain Selling Shareholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Representative and the other Underwriters are not making a recommendation to any Selling Shareholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.