Common use of Filing and Effectiveness of Registration Statement Clause in Contracts

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-136921) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a A registration statement on Form S-3 S-1 (File No. 333-136921147094) covering with respect to the registration Securities has been prepared by the Company in conformity in all material respects with the requirements of the Offered Securities under Act of 1933, as amended (the “Securities Act”), including a related preliminary prospectus or prospectusesand the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. At any particular time, this initial Copies of such registration statement, in including any amendments thereto, the form then on file preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with the Commission, including all material then incorporated by reference therein, all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) and then deemed to be a part of under the initial registration statementSecurities Act, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is herein referred to as the “Initial Registration Statement”. The Company may also have filed,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or may file with 430C under the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, Securities Act and contained in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be Prospectus referred to as below, has become effective under the “Additional Registration Statement”. As of Securities Act and no post-effective amendment to the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under filed as of the Act and is not proposed to be amendeddate of this Agreement. Any Additional Registration Statement has or will become effective upon filing “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 462(b424(b) and is not proposed to be amendedunder the Securities Act. The Offered Securities all have been most recent preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Prospectus shall be deemed to include any supplements or will be duly registered amendments thereto filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act pursuant Securities Act, and prior to the Initial Registration Statement and, if applicable, termination of the Additional Registration Statement. For purposes offering of this Agreement:the Units by the Underwriters.

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-136921114410) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921256230) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial Such registration statement, in including the form then on file with amendments thereto and the Commissionschedules thereto, at the Effective Time, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all including the 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file file, with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” The Initial Registration Statement and any Additional Registration Statement, after the filing thereof, are referred to collectively as the “Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:.

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-136921) covering the registration of the Offered Securities and the Underlying Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered SecuritiesSecurities and the Underlying Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities and the Underlying Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 F-1 (No. 333-136921333- ) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. Certain terms are defined at the end of this subsection. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921333-[ ò ]) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial Such registration statement, in including the form then on file with amendments thereto, the Commissionschedules thereto, at the Effective Time, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all including the 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file file, with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the The Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the any Additional Registration Statement. For purposes of this Agreement:, after the filing thereof, are referred to collectively as the “Registration Statement”.

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921220785) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this This initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this This Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amendedAct. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended). The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with meets the Commission requirements for the use of Form S-3 and a registration statement on Form S-3 (Registration No. 333-136921188381) covering on Form S-3 relating to the registration of the Offered Securities under the ActShares, including a related preliminary base prospectus or prospectuses. At any particular timerelating to the Shares (the “Base Prospectus”) and such amendments thereto as may have been required to the date of this Agreement, this initial registration statementhas been prepared by the Company under the provisions of the Securities Act of 1933, in as amended (the form then on file “Securities Act”), and the rules and regulations issued thereunder (collectively referred to as the “Rules and Regulations”), has been filed with the Securities and Exchange Commission (the “Commission”), and has been declared effective by the Commission, including all material then incorporated and the offering of the Shares complies with Rule 415 under the Securities Act. A final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof will be filed promptly by reference thereinthe Company with the Commission in accordance with Rule 424(b) under the Securities Act (such final prospectus supplement, all information contained in as so filed, the “Prospectus Supplement”). Such registration statement (if any) pursuant to Rule 462(b) at any given time, including the amendments thereto through such time, the exhibits and then any schedules thereto at such time, the documents otherwise deemed to be a part of thereof or included therein under the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as Securities Act (including Rule 430B thereof) is herein called the “Initial Registration Statement”. .” The Company may also have filed, or may file with term “preliminary prospectus” means any preliminary prospectus (including any preliminary prospectus supplement) relating to the Commission, a Rule 462(b) registration statement covering Shares and the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to offering thereof as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing first filed with the Commission pursuant to Rule 462(b424(b) under the Securities Act (“Rule 424(b)”). The term “Prospectus” means the Base Prospectus together with the Prospectus Supplement, except that if such Base Prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement was first filed pursuant to Rule 424(b), the term “Prospectus” shall mean the Base Prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectus, a preliminary prospectus, the Prospectus Supplement, or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, a preliminary prospectus, the Prospectus Supplement, or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations issued thereunder (collectively, the “Exchange Act”), after the time the Registration Statement initially became effective (the “Effective Date”). The term “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is not proposed required to be amended. The Offered Securities all have been filed with the Commission by the Company or will be duly registered under the Act (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Initial Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g). No order preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose has been initiated or threatened by the Commission. On the Effective Date, on the date the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, or the Prospectus is first filed with the Commission pursuant to Rule 424(b) (if required), at all times during the period through and including the Closing Date and, if later, the Option Closing Date and when any post-effective amendment to the Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the Commission, the Registration Statement and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement thereto), including the financial statements included or incorporated by reference in the Prospectus, did and will comply in all material respects with all applicable provisions of the Securities Act and the Exchange Act and will contain all statements required to be stated therein in accordance with the Securities Act and the Exchange Act. As of the applicable effective date as to each part of the Registration Statement, no part of the Registration Statement, the Prospectus or any such amendment or supplement thereto did or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the Effective Date, the date the Base Prospectus or any amendment or supplement to the Base Prospectus, including any preliminary prospectus or the Prospectus Supplement, is filed with the Commission, the date of first use of any preliminary prospectus or the Prospectus Supplement, and at the Closing Date and, if later, the Option Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) any General Use Free Writing Prospectus(as) (as defined below) issued at or prior to the Applicable Time, the Pricing Prospectus (as defined below) and the documents (if any) listed on Schedule I hereto, each as applicable, all considered together (collectively, the Additional Registration Statement“General Disclosure Package”), nor (y) any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 F-1 (No. 333-136921136825) covering the registration of the Common Shares underlying the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information (as herein defined) and all 430C InformationInformation (as herein defined), that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. The Company has also filed with the Commission a registration statement on Form F-6 (No. 333-136862) relating to the ADSs representing the Common Shares (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has and the ADS Registration Statement have been declared effective under the Act and is are not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities (including the Common Shares underlying the Offered Securities) all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and the ADS Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921333- ) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this This initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this This Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amendedAct. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended). The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are An “automatic shelf registration statement” as defined at in Rule 405 under the end of this subsection. The Company has filed with the Commission a registration statement Act on Form S-3 (No. 333-136921233622) covering in respect of Common Stock held by the registration of Selling Stockholder, including the Offered Securities Securities, has been filed with the Commission; such registration statement, and any post-effective amendment, if any, thereto, became effective on filing pursuant to Rule 462(e) under the Act; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, including a related preliminary to the Company’s knowledge, threatened by the Commission, and no notice of objection of the Commission to the use of the Registration Statement, or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; the base prospectus or prospectuses. At any particular time, this initial filed as part of such registration statement, in the form then on file in which it has most recently been filed with the Commission, including all material then incorporated by reference therein, all information contained in Commission on or prior to the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery date of this Agreement, is hereinafter called the Initial Registration Statement has been declared effective under “Basic Prospectus”; the Act Basic Prospectus, as amended and is not proposed supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to be amended. Any Additional Registration Statement has or will become effective upon filing the Offered Securities filed with the Commission pursuant to Rule 462(b424(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act is hereinafter referred to as a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the Offered Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively referred to as the “Registration Statement”; the Basic Prospectus, as amended and supplemented by any Preliminary Prospectus relating to the Offered Securities immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus”; the Basic Prospectus, as supplemented by the final prospectus (including any final prospectus supplement) relating to the Offered Securities filed with the Commission pursuant to Rule 424(b) under the Initial Registration Statement andAct, if applicable, is hereinafter referred to as the Additional Registration Statement“Final Prospectus”. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a (i) A registration statement on Form S-3 F-1 (File No. 333-136921) covering 201694), as amended prior to the registration declaration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement effectiveness thereof (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed), or may file in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission, a Rule 462(b”); (ii) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by reference therein and including all 430A Information and all 430C Informationthe Commission in such form; (iii) other than a registration statement, that in any case has not then been superseded or modifiedif any, shall be referred to as increasing the size of the offering (a “Additional Rule 462(b) Registration Statement”. As ) and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the time of execution and delivery of this Agreement“Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been declared filed with the Commission; and (iv) no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective under amendment thereto or the Act Rule 462(b) Registration Statement, if any, has been issued and is not proposed to be amended. Any Additional no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement has or will become effective upon filing filed with the Commission pursuant to Rule 462(b424(a) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement andand the Rule 462(b) Registration Statement, if applicableany, including all exhibits thereto and including the Additional information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 7(a)(i) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement. For purposes of this Agreement:, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus”; the final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921205902) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amendedAct. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended). The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at The Company and the end of this subsectiontransactions contemplated by the Transaction Documents meet the requirements for and comply with the applicable conditions set forth in Form S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-136921) 235793), including a related prospectus or prospectuses, covering the registration of the Offered Securities Shares under the Securities Act, including a related preliminary prospectus or prospectuseswhich became effective at the time of filing. At “Registration Statement” at any particular time, this initial time means such registration statement, statement in the form then on file filed with the Commission, including all material then any amendment thereto, any document incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, therein and all 430A 430B Information and all 430C InformationInformation with respect to such registration statement, that in any case has not then been superseded or modified, shall be referred to as the . “Initial Registration Statement”. The Company may also have filed, or may file with ” without reference to a time means the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents Registration Statement as of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration StatementEffective Time. For purposes of this Agreement:definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through XXXXX, to the Placement Agent and its counsel. The Company has not distributed and, prior to the later to occur of the Closing Date (as defined below) and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than the Registration Statement and the Prospectus. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on The NASDAQ Capital Market (“NASDAQ”) under the trading symbol “TELL.” The Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act or delist the Common Stock from NASDAQ. The Company has not received any notification that the Commission is contemplating terminating such registration. Except as set forth in the Prospectus, the Company (i) has not received any notification that NASDAQ is contemplating a delisting of the Common Stock from NASDAQ, and (ii) is, to its knowledge, in material compliance with all applicable listing requirements of NASDAQ.

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921217758) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amendedAct. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended). The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 S-1 (No. 333-136921215890) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amendedAct. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended). The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a (i) A registration statement on Form S-3 F-1 (File No. 333-136921) covering 196898), as amended prior to the registration declaration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement effectiveness thereof (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed), or may file in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission, a Rule 462(b”); (ii) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by reference therein and including all 430A Information and all 430C Informationthe Commission in such form; (iii) other than a registration statement, that in any case has not then been superseded or modifiedif any, shall be referred to as increasing the size of the offering (a “Additional Rule 462(b) Registration Statement”. As ) and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the time of execution and delivery of this Agreement“Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been declared filed with the Commission; and (iv) no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective under amendment thereto or the Act Rule 462(b) Registration Statement, if any, has been issued and is not proposed to be amended. Any Additional no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement has or will become effective upon filing filed with the Commission pursuant to Rule 462(b424(a) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement andand the Rule 462(b) Registration Statement, if applicableany, including all exhibits thereto and including the Additional information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 7(a)(i) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement. For purposes of this Agreement:, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus”; the final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

Filing and Effectiveness of Registration Statement. Certain terms are An “automatic shelf registration statement” as defined at in Rule 405 under the end of this subsection. The Company has filed with the Commission a registration statement Act on Form S-3 (No. 333-136921221986) covering in respect of Common Stock held by the registration of Selling Stockholders, including the Offered Securities Securities, has been filed with the Commission; such registration statement, and any post-effective amendment, if any, thereto, became effective on filing pursuant to Rule 462(e) under the Act; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, including a related preliminary to the Company’s knowledge, threatened by the Commission, and no notice of objection of the Commission to the use of the Registration Statement, or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; the base prospectus or prospectuses. At any particular time, this initial filed as part of such registration statement, in the form then on file in which it has most recently been filed with the Commission, including all material then incorporated by reference therein, all information contained in Commission on or prior to the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery date of this Agreement, is hereinafter called the Initial Registration Statement has been declared effective under “Basic Prospectus”; the Act Basic Prospectus, as amended and is not proposed supplemented by any preliminary prospectus (including any preliminary prospectus supplement) relating to be amended. Any Additional Registration Statement has or will become effective upon filing the Offered Securities filed with the Commission pursuant to Rule 462(b424(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act is hereinafter referred to as a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the Offered Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively referred to as the “Registration Statement”; the Basic Prospectus, as amended and supplemented by any Preliminary Prospectus relating to the Offered Securities immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus”; the Basic Prospectus, as supplemented by the final prospectus (including any final prospectus supplement) relating to the Offered Securities filed with the Commission pursuant to Rule 424(b) under the Initial Registration Statement andAct, if applicable, is hereinafter referred to as the Additional Registration Statement“Final Prospectus”. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. Certain terms are defined at Prior to the end of this subsection. The Company has filed with the Commission Closing Date, First Midwest shall prepare a registration statement on Form S-3 (No. 333-136921or on such other form as then may be available to First Midwest) covering registering the registration offer and sale, by the Stockholders, of the Offered Registrable Securities under (the Act, including a related preliminary prospectus or prospectuses"Registration Statement") and shall take all corporate action necessary to authorize the filing of such Registration Statement with the SEC. At any particular time, this initial registration statement, First Midwest shall (i) provide the Stockholders and their respective counsel with an opportunity to participate in the form then on file preparation of such Registration Statement and, to the extent practicable, each amendment thereto, (ii) give each of them such access to the books, records, and properties of First Midwest and its subsidiaries (to the extent customarily given to selling stockholders in a registered offering and sale of an issuer's securities) and (iii) give each of them such opportunities to discuss the business of First Midwest with its officers and independent public accountants who have certified its financial statements and require such officers and accountants to supply such information, as in each case shall be reasonably requested by any Stockholder or his or her counsel in connection with a "reasonable investigation" of the Commission, including all material then incorporated by reference therein, all information contained in the registration statement Registration Statement within the meaning of the Securities Act; provided, however, that the Stockholders shall provide to First Midwest written assurances reasonably satisfactory to First Midwest that any information disclosed as provided above shall be kept confidential unless required to be set forth in the Registration Statement. Subject to Paragraph 2(d) below, First Midwest shall file with the SEC the Registration Statement within five (if any5) business days following the Effective Time of the Merger and shall use reasonable efforts to cause the Registration Statement to become effective as soon as practicable thereafter; provided, however, that First Midwest shall have the right to delay such filing and/or effectiveness until such time as the Stockholders have complied with the requirements of Paragraph 1(e)(i). The Registration Statement shall provide for the sale of the Registrable Shares from time to time on a delayed or continuous basis pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective 415 under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:Act.