Extract to table

The Underwriting Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof

Capitalized terms used but not defined in this Schedule shall have the respective meanings ascribed to them in the Underwriting Agreement

To the extent any Additional ADSs are to be sold by the Selling Shareholders upon any exercise of the Overallotment Option, such Additional ADSs shall be allocated between the Selling Shareholders in such proportions as shall be set forth in the Pricing Agreement

Each Selling Shareholder severally (and not jointly) agrees to sell and deliver such number of Additional ADSs (and the corresponding number of ordinary shares to be deposited for conversion into such Additional ADSs) as shall be specified opposite its name in the Pricing Agreement, at the public offering price per ADS, less the underwriting discount per ADS

The restrictions described above shall not apply to: (i) the sale of ordinary shares (in the form of ADSs) by the Selling Shareholders to the Underwriters pursuant to the Underwriting Agreement; (ii) transfers of ordinary shares or ADSs by a Selling Shareholder to any wholly owned subsidiary or affiliate of such Selling Shareholder, provided that, as a precondition to any such transfer, the transferee executes and delivers to the Representative a Lock-Up Letter Agreement in form and substance satisfactory to the Representative for the balance of the Lock-Up Period; and (iii) transfers of ordinary shares or ADSs by a Selling Shareholder pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction involving a change of control of the Company that is approved by the Supervisory Board of the Company, provided that, in the event that such tender offer, merger, consolidation, or other such transaction is not consummated, the ordinary shares or ADSs held by such Selling Shareholder shall remain subject to the restrictions set forth in the Lock-Up Letter Agreement

Lock-Up Consent Agent: Westbridge Securities LLC, acting as Representative of the several Underwriters, shall serve as the sole consent agent with respect to any request for a waiver or early release of the lock-up restrictions