Common use of Registration Statements and Prospectus Clause in Contracts

Registration Statements and Prospectus. A registration statement on Form F-1 (File No. 333‑[●]) with respect to the Underlying Shares, which includes a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (“Securities Act”). Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered ADSs is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-[●]) relating to the Offered ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” The prospectus, in the form first used by the Underwriters to confirm sales of the Offered ADSs or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “Prospectus.” The preliminary prospectus, dated [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As used herein, “Time of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 under the Securities Act and “Time of Sale Disclosure Package” means the Preliminary Prospectus, together with the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached hereto. All references in this Agreement to the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Registration Statements and Prospectus. A registration statement on Form F-1 (File No. 333‑[●]) with respect to the Underlying Shares, which includes a form of prospectus to be used in connection The Company has filed with the public offering Securities and sale of Exchange Commission (the Offered ADSs"Commission"), has been prepared by the Company in conformity with the requirements of pursuant to the Securities Act of 1933, as amendedamended (the "Securities Act"), and the published rules and regulations promulgated adopted by the Commission thereunder (“the "Rules"), a registration statement on Form S-3 (No. 33-51149) (the "First Registration Statement"), and a registration statement on Form S-3 (No. 33-[ ]) (the "Second Registration Statement") (such Second Registration Statement also constituting Post-Effective Amendment No. 1 to the First Registration Statement), each including a basic prospectus, which have become effective under the Securities Act”Act under which the sale of $[ ] aggregate principal amount of debt securities (the "Securities"). Such registration statement, as amended, including the financial statementsNotes, remains registered at this time (the First Registration Statement and the Second Registration Statement, each including all exhibits thereto and schedules theretoeach as amended at the date of this Agreement, being hereinafter collectively called the "Registration Statements"). The Company has included in the form in which it became effective Registration Statements, or has filed or will file with the Commission pursuant to the applicable paragraph of Rules 424(b) and 429 under the Securities Act, including any information deemed a supplement to be a part the form of prospectus included in the Registration Statements relating to the Notes and the plan of distribution thereof at (the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in "Prospectus Supplement"). In connection with the offer and sale of the Offered ADSs is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-[●]) relating to the Offered ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” The prospectus, in the form first used by the Underwriters to confirm sales of the Offered ADSs or in the form first made available to the Underwriters by Notes the Company proposes to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “Prospectus.” The preliminary prospectus, dated [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As used herein, “Time of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 under the Securities Act and “Time of Sale Disclosure Package” means the Preliminary Prospectus, together with the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached hereto. All references in this Agreement to the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed file with the Commission pursuant to its Electronic Data Gatheringthe applicable paragraph of Rules 424(b) and 429 under the Securities Act further supplements to the Prospectus Supple- ment specifying the interest rates, Analysis maturity dates, redemp- tion provisions, if any, optional repayment rights, if any, and Retrieval System other terms of the Notes sold pursuant hereto or the offering thereof. The Indentures have been qualified under the Trust Indenture Act of 1939, as amended (“XXXXX”the "Trust Indenture Act").. The term "the Effective Date" shall mean, for each of the Registration Statements, each date that such Registration Statement and any post-effective amendment or amendments thereto became or become effective. "Basic Prospectus" shall mean the form of basic prospectus relating to the Securities contained in each Registration Statement

Registration Statements and Prospectus. A The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 S-3 (File No. 333‑[●]333-231395) with respect to the Underlying Shares, which includes a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs, has been prepared by the Company in conformity with the requirements of under the Securities Act of 1933, as amendedamended (the “Securities Act” or the “Act”), and the rules and regulations promulgated thereunder (the “Securities ActRules and Regulations”)) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, as amended, including the financial statementsamendments, exhibits and any schedules thereto, in the form in which it became effective documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, including any Act and the documents and information otherwise deemed to be a part thereof at the time of effectiveness pursuant to or included therein by Rule 430A 430B under the Securities ActAct (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the registration statement became effective, is herein called the “Company Registration Statement.” The Company has also prepared and filed with the Commission a registration statement on Form S-3 (File No. 333-258447) under the Act and the Rules and Regulations of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the 430B Information or otherwise pursuant to the Rules and Regulations, as of the time the registration statement became effective, is herein called the “Selling Stockholder Registration Statement” and together with the Company Registration Statement are collectively called the “Registration StatementStatements.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered ADSs is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-[●]) relating to the Offered ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” The prospectus, in the form first used by the Underwriters to confirm sales of the Offered ADSs or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “Prospectus.” The preliminary prospectus, dated [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As used herein, “Time of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 under the Securities Act and “Time of Sale Disclosure Package” means the Preliminary Prospectus, together with the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached hereto. All references in this Agreement to the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Registration Statements and Prospectus. A registration statement on Form F-1 (File NoPublic ---------------------------------------------- Offering. 333‑[●]) with respect The Company represents and warrants to the Underlying Shares, which includes a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs, has been prepared by each --------- Underwriter that the Company in conformity with meets the requirements for the use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations promulgated adopted thereunder (“respectively, the "Securities Act”" and the "Rules"), and has carefully prepared and filed with the Securities and Exchange Commission (the "Commission") one or more registration statements on Form S-3 (the file numbers of which are set forth in Schedule I hereto), which have become effective, for the registration under the Securities Act of the Securities. Such registration statementstatements, as amended by any amendment which has become effective at the date of this Agreement, meet the requirements set forth in Rule 415(a) under the Securities Act and comply in all other material respects with such Rule. The Company proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)") a supplement to the form of prospectus included in such registration statements relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be set forth therein. The registration statements, each as amended by any amendment which has become effective at the date of this Agreement, including the exhibits thereto and all documents incorporated therein by reference pursuant to Item 12 of Form S-3 (the "Incorporated Documents"), are hereinafter referred to as the "Registration Statements", and the form of prospectus included in such Registration Statements as then amended, including the financial statementsIncorporated Documents, exhibits is hereinafter referred to as the "Basic Prospectus"; and schedules theretosuch supplemented form of prospectus, in the form in which it became effective under the Securities Act, including any information deemed to shall be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered ADSs is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-[●]) relating to the Offered ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” The prospectus, in the form first used by the Underwriters to confirm sales of the Offered ADSs or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “Prospectus.” The preliminary prospectus, dated [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As used herein, “Time of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 under the Securities Act and “Time of Sale Disclosure Package” means the Preliminary Prospectus, together with the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached hereto. All references in this Agreement to the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) (including the Basic Prospectus as so supplemented) is hereinafter referred to as the "Final Prospectus". Any preliminary form of the Final Prospectus which has heretofore been filed pursuant to Rule 424(b) is hereinafter called the "Interim Prospectus". Any reference herein to the Registration Statements, Analysis the Basic Prospectus, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and Retrieval System include the Incorporated Documents which were filed under the Securities Exchange Act of 1934, as amended (“XXXXX”the "Exchange Act"), on or before the date of this Agreement or the issue date of the Basic Prospectus, any Interim Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amend- ment" or "supplement" with respect to the Registration Statements, the Basic Prospectus, any Interim Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any Incorporated Documents under the Exchange Act after the date of this Agreement or the issue date of the Basic Prospectus, any Interim Prospectus or the Final Prospectus, as the case may be. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed any Interim Prospectus and are authorized to distribute the Final Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statements and Prospectus. A registration statement on Form F-1 (File No. 333‑[●]) with respect to the Underlying Shares, which includes a form of prospectus to be used in connection The Company has filed with the public offering Securities and sale of Exchange Commission (the Offered ADSs"Commission"), has been prepared by the Company in conformity with the requirements of pursuant to the Securities Act of 1933, as amendedamended (the "Securities Act"), and the published rules and regulations promulgated adopted by the Commission thereunder (“the "Rules"), a registration statement on Form S-3 (No. 333-17913)(the "First Registration Statement") and a registration statement on Form S-3 (No. 333-[ ]) (the "Second Registration Statement") (such Second Registration Statement also constituting Post-Effective Amendment No. 1 to the First Registration Statement), each including a basic prospectus, which have become effective under the Securities Act”Act under which the sale of $[ ] aggregate initial public offering price of debt securities (the "Securities"). Such registration statement, as amended, including the financial statementsNotes, remains registered at this time (the First Registration Statement and the Second Registration Statement, each including all exhibits thereto and schedules theretoeach as amended at the date of this Agreement, being hereinafter collectively called the "Registration Statements"). The Company has included in the form in which it became effective Registration Statements, or has filed or will file with the Commission pursuant to the applicable paragraph of Rules 424(b) and 429 under the Securities Act, including any information deemed a supplement to be a part the form of prospectus included in the Registration Statements relating to the Notes and the plan of distribution thereof at (the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in "Prospectus Supplement"). In connection with the offer and sale of the Offered ADSs is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-[●]) relating to the Offered ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” The prospectus, in the form first used by the Underwriters to confirm sales of the Offered ADSs or in the form first made available to the Underwriters by Notes the Company proposes to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “Prospectus.” The preliminary prospectus, dated [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As used herein, “Time of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 under the Securities Act and “Time of Sale Disclosure Package” means the Preliminary Prospectus, together with the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached hereto. All references in this Agreement to the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed file with the Commission pursuant to its Electronic Data Gatheringthe applicable paragraph of Rules 424(b) and 429 under the Securities Act further supplements to the Prospectus Supplement specifying the interest rates, Analysis maturity dates, redemption provisions, if any, optional repayment rights, if any, and Retrieval System other terms of the Notes sold pursuant hereto or the offering thereof. The Indentures have been qualified under the Trust Indenture Act of 1939, as amended (“XXXXX”the "Trust Indenture Act"). The term "the Effective Date" shall mean, for each of the Registration Statements, each date (in the case of the First Registration Statement, on or after the effective date of Post-Effective Amendment No. 1 thereto) that such Registration Statement or any post-effective amendment or amendments thereto became or become effective. "Basic Prospectus" shall mean the form of basic prospectus relating to the Securities contained in each Registration Statement at the Effective Date. The term "Prospectus" means the Basic Prospectus as supplemented by the Prospectus Supple ment. Any reference herein to a Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 (the "Incorporated Docu ments") which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the Effective Date of such Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and any reference herein to "amend", "amendment" or "supplement" with respect to a Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus includes the Incorporated Documents filed under the Exchange Act after the Effective Date of such Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the Registration Statements includes each of the First Registration Statement and the Second Registration Statement only so long as Notes may be issued in the future thereunder and shall refer to either one or both of such Registration Statements, as appropriate. The Company confirms that you are authorized to distribute the Prospectus and any amendments or supplements thereto.

Registration Statements and Prospectus. A The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) registration statement statements on Form F-1 F-3 (File No. 333‑[●]333-250155 and 333-252364) with respect to the Underlying Shares, which includes a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs, has been prepared by the Company in conformity with the requirements of under the Securities Act of 1933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations promulgated thereunder (the “Securities ActRules and Regulations”)) of the Commission thereunder, and such amendments to such registration statements as may have been required to the date of this Agreement. Such registration statement, as amendedstatements have been declared effective by the Commission. Each part of such registration statements, including the financial statements, amendments and exhibits and schedules thereto, in the form in which it became effective documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, including any Act and the documents and information otherwise deemed to be a part thereof at the time of effectiveness pursuant to or included therein by Rule 430A 430B under the Securities ActAct (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time each Registration Statement became effective, is herein called the “Registration Statement” and, collectively, the “Registration Statements.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered ADSs is called the “Rule 462(b) Registration Statement,” and and, from and after the date and time of filing of any such the Rule 462(b) Registration Statement Statement, the term “Registration Statement” shall include the any such Rule 462(b) Registration Statement. The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-[●]) relating to the Offered ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, Each prospectus in the form in which it became effective under has most recently been filed with the Securities Act Commission on or prior to the date of this Agreement with respect to either Registration Statement is herein called a “Base Prospectus” and, collectively, the “F-6 Registration Statement.” The prospectus, in the form first used by the Underwriters to confirm sales of the Offered ADSs or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “ProspectusBase Prospectuses.” The preliminary prospectusprospectus supplement to the Base Prospectuses (including the Base Prospectuses as so supplemented), dated [●], describing that describes the Offered ADSs and the offering thereof is called thereof, that omitted the “Preliminary Prospectus,” Rule 430B Information and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is was used prior to the filing of the Prospectus final prospectus supplement referred to in the following sentence is herein called a the “preliminary prospectusPreliminary Prospectus.” As used hereinPromptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectuses relating to the ADSs and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectuses as so supplemented), in the forms filed with the Commission pursuant to Rule 424(b) is herein called the “Time Prospectus.” Any reference herein to a Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 6 of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 Form F-3 under the Securities Act as of the date of such prospectus and “Time of Sale Disclosure Package” means all references in this Agreement to amendments or supplements to the Registration Statements, the Base Prospectuses, the Preliminary Prospectus, together with Prospectus or the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating and which is deemed to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act be incorporated by reference therein or otherwise deemed by the Company or any person authorized Rules and Regulations to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached heretobe a part thereof. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration StatementStatements, the F-6 Registration StatementBase Prospectuses, any preliminary prospectus Preliminary Prospectus or the Prospectus (including or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statements, the Base Prospectuses, any Preliminary Prospectus) Prospectus or the Prospectus, or any amendments or supplements to any of as the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)case may be.

Registration Statements and Prospectus. A The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 S-3 (File No. 333‑[●]333-208170) with respect to the Underlying Shares, which includes a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs, has been prepared by the Company in conformity with the requirements of under the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations promulgated of the Commission thereunder (the “Securities ActRules and Regulations”). Such registration statement has been declared effective by the Commission. Such registration statement, as amendedincluding any amendments thereto (including post effective amendments thereto), including the financial statements, exhibits and any schedules thereto, in the form in which it became effective documents incorporated by reference therein pursuant to Form S-3 under the Securities ActAct and the Rules and Regulations, including any and the documents and information otherwise deemed to be a part thereof at the time of effectiveness pursuant to or included therein by Rule 430A 430B under the Securities ActAct or otherwise pursuant to the Rules and Regulations, is herein called the “Primary Registration Statement.” Any If the Company has filed or files an abbreviated registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered ADSs is called (the “Rule 462(b) 462 Primary Registration Statement,” and from and after ”), then any reference herein to the date and time of filing of any term Primary Registration Statement shall include such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) 462 Primary Registration Statement. The prospectus included in the Primary Registration Statement at the time it was declared effective by the Commission is herein called the “Primary Base Prospectus.” The Company has also prepared and filed with the Commission a registration statement on Form F-6 S-3 (File No. 333-[●]333-210779) relating to under the Offered ADSsSecurities Act and the Rules and Regulations. Such registration statement has been declared effective by the Commission. Such registration statement, as amendedincluding any amendments thereto (including post effective amendments thereto), including the financial statements, exhibits and any schedules thereto, in the form in which it became effective documents incorporated by reference therein pursuant to Form S-3 under the Securities Act and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations, is herein called the “F-6 Secondary Registration Statement.” The prospectus, Secondary Registration Statement together with the Primary Registration Statement are herein called the S-3 Registration Statements. The prospectus included in the form first used Secondary Registration Statement at the time it was declared effective by the Underwriters to confirm sales of Commission is herein called the Offered ADSs or in “Secondary Base Prospectus.” The Company has prepared and filed with the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 Commission registration statements on Form S-8 (File Nos. 333-194658 and 333-202828) under the Securities Act and the Rules and Regulations relating to the Selling Stockholder Shares. Such registration statements, including any amendments thereto (including post effective amendments thereto), the exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Form S-8 under the Securities Act and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or included therein under the Securities Act or pursuant to the Rules and Regulations, is herein called the “S-8 Registration Statements.” The prospectuses prepared for use in connection with the sale of the Selling Stockholder Shares by the Management Selling Stockholders and included in the Form S-8 Registration Statements are, together with the Primary Base Prospectus and the Secondary Base Prospectus, collectively referred to herein as the “Base Prospectus.” The Company has filed or proposes to file with the Commission pursuant to Rule 424 under the Securities Act a preliminary prospectus supplement relating to (i) the Company Shares and (ii) the Selling Stockholder Shares (collectively, the “Preliminary Prospectus Supplement”) and a final prospectus supplement relating to (i) the Company Shares and (ii) the Selling Stockholder Shares (collectively, the “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Base Prospectus is hereinafter called the “Final Prospectus.” The Final Prospectus together with the Preliminary Prospectus Supplement is hereinafter called the “Prospectus.” The preliminary prospectusAny reference herein to the Base Prospectus, dated [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes Supplement, the Offered ADSs and Final Prospectus Supplement, the offering thereof and is used prior Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to the filing Rules and Regulations. Any reference herein to the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of the Prospectus is called a “preliminary prospectus.” As used herein, “Time Form S-3 and Item 3 of Sale” is [●][a.m.][p.m.] (New York City time) on the date hereof. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free writing prospectus” has the meaning set forth in Rule 433 Form S-8 under the Securities Act and “Time as of Sale Disclosure Package” means the date of such Prospectus. For purposes of this Agreement, all references to the S-3 Registration Statements, the S-8 Registration Statements, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, together with the free writing prospectuses, if any, identified in Schedule II hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company Prospectus or any person authorized to act on behalf of the Company to one amendment or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered ADSs; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered ADSs, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule IV attached hereto. All references in this Agreement to the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements supplement to any of the foregoing, or any free writing prospectus, foregoing shall be deemed to include any the copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the S-3 Registration Statements, the S-8 Registration Statements, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the S-3 Registration Statements, the S-8 Registration Statements, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the S-3 Registration Statements, the S-8 Registration Statements, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.