Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 9797.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19June 10, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19June 10, 2021 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of this Agreement, by written notice from the Representatives Representative to the Company. Such notice shall set Company setting forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same for; provided, that any such settlement date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full 10th business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with on which the provisions of Section 10 hereof)option shall have been exercised. Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein. The Underwriters may exercise the option solely to cover over-allotments.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof per Unit (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”)$97. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 less an amount per Unit equal to any dividends or distributions declared by the date of payment Company and deliverypayable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the principal amount number of Option Securities to be purchased by each Underwriter shall be the principal amount number of Option Securities which bears the same ratio to the aggregate principal amount number of Option Securities being purchased as the principal amount number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount number increased as set forth in Section 10 hereof) bears to the aggregate principal amount number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue Underwriter shall purchase from the Issuer, and the Issuer shall sell the Underwritten Securities to the several Underwriters Underwriter, all (but not less than all) of the Securities on the Closing Date at the aggregate Purchase Price set forth below, plus accrued interest, if any. The Securities shall bear interest at the rates per annum, mature on the dates, be sold to the public at the prices and be subject to optional and mandatory sinking fund redemption prior to maturity and to such other terms and provisions, all as provided set forth in Schedule I. The Securities otherwise shall be as described in the Official Statement, the Authorizing Law and the Issuer Documents. The Underwriter’s agreement to purchase the Securities from the Issuer is made in reliance upon the Issuer’s representations, covenants and warranties and on the terms and conditions set forth in this Agreement. The Issuer acknowledges and agrees that: (i) the primary role of Xxxxx Xxxxxxx & Co., as an underwriter, is to purchase securities for resale to investors in an arms-length commercial transaction between the Issuer and each Underwriter, on the basis Xxxxx Xxxxxxx and that Xxxxx Xxxxxxx & Co. has financial and other interests that differ from those of the representationsIssuer (ii) Xxxxx Xxxxxxx & Co. is not acting as a municipal advisor, warranties financial advisor or fiduciary to the Issuer or any other person or entity and agreements has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether Xxxxx Xxxxxxx has provided other services or is currently providing other services to the Issuer on other matters) (iii) the only obligations Xxxxx Xxxxxxx & Co. has to the Issuer with respect to the transaction contemplated hereby expressly are set forth herein in this Agreement and subject (iv) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the conditions set forth extent it has deemed appropriate in connection with the transaction contemplated herein, agrees, severally and not jointly, to purchase from . Purchase Price [Alternative A] The Purchase Price of the Company Securities is $[ ] (representing the respective principal amount of Underwritten Securities set forth opposite such the Securities, less an Underwriter’s name in Schedule 1 hereto at a price equal to 97% discount of the principal amount thereof (the “Purchase Price”) $[ ], and less/plus net original issue discount/premium of $[ ]), plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below)Date. The Company Purchase Price shall be payable on the Closing Date by the Underwriter to or as directed by the Issuer by [cashiers check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Underwriter as follows: [ ]. In accordance with Section 18., the Underwriter also will not be obligated to deliver any of the Securities except upon payment reimbursed for all the Securities to be purchased as provided hereinthose out‑of‑pocket expenses described therein. [Alternative B] The public offering price Purchase Price of the Securities is not in excess $[ ] (representing the principal amount of the price recommended by Xxxxxxxxx LLCSecurities, acting as a “qualified independent underwriter” within the meaning less/plus net original issue discount/premium of Rule 5121 of the Financial Industry Regulatory Authority$[ ]), Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and deliveryClosing Date. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter The Purchase Price shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, payable on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than by the Underwriter to or as directed by the Issuer by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Underwriter as follows: [ ]. In consideration for their purchase of the Securities, the Issuer will pay the Underwriter an underwriting commission of $[ ], payable on the Closing Date nor later than to the tenth full business day (Underwriter by [cashier’s check] or [wire transfer in immediately available funds] or as hereinafter defined) after otherwise agreed by the date of such notice (unless such time Issuer and date are postponed in the Underwriter as follows: [ ]. In accordance with Section 18., the provisions of Section 10 hereof). Any such notice shall Underwriter also will be given at least one business day prior to the date and time of delivery specified reimbursed for out‑of‑pocket expenses described therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% per share of the principal amount thereof $14.3632 (the “Share Purchase Price”) plus accrued interest), if any, and to purchase from March 19, 2021 to the Closing Date Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $14.3631 (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRAWarrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities Shares at the Share Purchase Price plus accrued interest, if any, from March 19, 2021 less an amount per share equal to any dividends or distributions declared by the date of payment Company and deliverypayable on the Underwritten Shares but not payable on the Option Shares. If any Option Securities Shares are to be purchased, the principal amount number of Option Securities Shares to be purchased by each Underwriter shall be the principal amount number of Option Securities Shares which bears the same ratio to the aggregate principal amount number of Option Securities Shares being purchased as the principal amount number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount number increased as set forth in Section 10 hereof) bears to the aggregate principal amount number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective principal amount number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof $12.99365 per Warrant (the “Warrant Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities Shares at the Share Purchase Price plus accrued interest, if any, from March 19, 2021 less an amount per share equal to any dividends or distributions declared by the date of payment Company and deliverypayable on the Underwritten Shares but not payable on the Option Shares. If any Option Securities Shares are to be purchased, the principal amount number of Option Securities Shares to be purchased by each Underwriter shall be the principal amount number of Option Securities Shares which bears the same ratio to the aggregate principal amount number of Option Securities Shares being purchased as the principal amount number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount number increased as set forth in Section 10 hereof) bears to the aggregate principal amount number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 any fractional Shares as the Representatives Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein contained herein, and subject to the terms and conditions set forth herein, agreesthe Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, the respective principal amount of Underwritten Securities set forth opposite the name of such Underwriter’s name in Underwriter on Schedule 1 I hereto at a purchase price equal to 97% •% of the principal amount thereof (the “Purchase Price”) plus accrued and unpaid interest, if any, from March 19, 2021 to the Closing Date (as defined below)date of issuance. The Company will shall not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. The public Company acknowledges and agrees that the Underwriters may sell Securities to any affiliate of an Underwriter and that any such affiliate may sell Securities purchased by it to an Underwriter. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering price of Securities contemplated hereby (including in connection with determining the terms of the Securities is offering) and not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authorityfinancial advisor or a fiduciary to, Inc. (“FINRA”). In additionor an agent of, the Company agrees or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to issue any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and sell shall be responsible for making its own independent investigation and appraisal of the Option Securities to the several Underwriters as provided in this Agreementtransactions contemplated hereby, and the Underwriters, on Underwriters shall have no responsibility or liability to the basis Company with respect thereto. Any review by the Underwriters of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and delivery. If any Option Securities are to be purchasedCompany, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (transactions contemplated hereby or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, other matters relating to such adjustments to eliminate Securities in denominations other than $1,000 as transactions will be performed solely for the Representatives in their sole discretion shall make. The benefit of the Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than on behalf of the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified thereinCompany.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 9796.75% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19January 29, 2021 2018 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement and solely to cover over-allotments, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and deliveryPrice. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such principal amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereofhereof or unless otherwise agreed to in writing by the Representatives and the Company). Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97% of the principal amount thereof $97.00 per tangible equity unit (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and deliveryPrice. If any Option Securities are to be purchased, the principal amount number of Option Securities to be purchased by each Underwriter shall be the principal amount number of Option Securities which bears the same ratio to the aggregate principal amount number of Option Securities being purchased as the principal amount number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount number increased as set forth in Section 10 hereof) bears to the aggregate principal amount number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than (x) the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof)) or (y) the twelfth day after the date of the Closing Date, whichever occurs first. Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue Underwriter shall purchase from the Issuer, and the Issuer shall sell the Underwritten Securities to the several Underwriters Underwriter, all (but not less than all) of the Securities on the Closing Date at the aggregate Purchase Price set forth below, plus accrued interest, if any. The Securities shall bear interest at the rates per annum, mature on the dates, be sold to the public at the prices and be subject to optional and mandatory sinking fund redemption prior to maturity and to such other terms and provisions, all as provided set forth in Schedule I. The Securities otherwise shall be as described in the Official Statement, the Authorizing Law and the Issuer Documents. The Underwriter’s agreement to purchase the Securities from the Issuer is made in reliance upon the Issuer’s representations, covenants and warranties and on the terms and conditions set forth in this Agreement. The Issuer acknowledges and agrees that: (i) the primary role of Xxxxx Xxxxxxx & Co., as an underwriter, is to purchase securities for resale to investors in an arms-length commercial transaction between the Issuer and each Underwriter, on the basis Xxxxx Xxxxxxx and that Xxxxx Xxxxxxx & Co. has financial and other interests that differ from those of the representationsIssuer (ii) Xxxxx Xxxxxxx & Co. is not acting as a municipal advisor, warranties financial advisor or fiduciary to the Issuer or any other person or entity and agreements has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether Xxxxx Xxxxxxx has provided other services or is currently providing other services to the Issuer on other matters) (iii) the only obligations Xxxxx Xxxxxxx & Co. has to the Issuer with respect to the transaction contemplated hereby expressly are set forth herein in this Agreement and subject (iv) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the conditions set forth extent it has deemed appropriate in connection with the transaction contemplated herein, agrees, severally and not jointly, to purchase from . Purchase Price [Alternative A] The Purchase Price of the Company Securities is $[ ] (representing the respective principal amount of Underwritten Securities set forth opposite such the Securities, less an Underwriter’s name in Schedule 1 hereto at a price equal to 97% discount of the principal amount thereof (the “Purchase Price”) $[ ], and less/plus net original issue discount/premium of $[ ]), plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below)Date. The Company Purchase Price shall be payable on the Closing Date by the Underwriter to or as directed by the Issuer by [cashiers check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Underwriter as follows: [ ]. In accordance with Section 18, the Underwriter also will not be obligated to deliver any of the Securities except upon payment reimbursed for all the Securities to be purchased as provided hereinthose out‑of‑pocket expenses described therein. [Alternative B] The public offering price Purchase Price of the Securities is not in excess $[ ] (representing the principal amount of the price recommended by Xxxxxxxxx LLCSecurities, acting as a “qualified independent underwriter” within the meaning less/plus net original issue discount/premium of Rule 5121 of the Financial Industry Regulatory Authority$[ ]), Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and deliveryClosing Date. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter The Purchase Price shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, payable on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than by the Underwriter to or as directed by the Issuer by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Underwriter as follows: [ ]. In consideration for their purchase of the Securities, the Issuer will pay the Underwriter an underwriting commission of $[ ], payable on the Closing Date nor later than to the tenth full business day (Underwriter by [cashier’s check] or [wire transfer in immediately available funds] or as hereinafter defined) after otherwise agreed by the date of such notice (unless such time Issuer and date are postponed in the Underwriter as follows: [ ]. In accordance with Section 18, the provisions of Section 10 hereof). Any such notice shall Underwriter also will be given at least one business day prior to the date and time of delivery specified reimbursed for out‑of‑pocket expenses described therein.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, subject to the conditions set forth herein, the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 9797.00% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19June 10, 2021 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx Xxxxxxx Sachs & Co. LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell sell, subject to the conditions set forth herein, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19June 10, 2021 2019 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19August 14, 2021 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19August 14, 2021 2017 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 11 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 11 hereof). Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% per share of the principal amount thereof $10.6408 (the “Share Purchase Price”) plus accrued interest), if any, and to purchase from March 19, 2021 to the Closing Date Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $10.6407 (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRAWarrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities Shares at the Share Purchase Price plus accrued interest, if any, from March 19, 2021 less an amount per share equal to any dividends or distributions declared by the date of payment Company and deliverypayable on the Underwritten Shares but not payable on the Option Shares. If any Option Securities Shares are to be purchased, the principal amount number of Option Securities Shares to be purchased by each Underwriter shall be the principal amount number of Option Securities Shares which bears the same ratio to the aggregate principal amount number of Option Securities Shares being purchased as the principal amount number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount number increased as set forth in Section 10 hereof) bears to the aggregate principal amount number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) Drafter’s Note: Section 3 provides that the purchase of the Securities will be a joint and several obligation of the Underwriters. If the purchase obligation of the Underwriters is several, rather than joint and several, the first paragraph below should be modified. See the Instructions and Commentary for other conforming changes to consider. The Company agrees second paragraph in Section 3 is intended to issue clarify the nature of the relationship between the Underwriters and the Issuer – that the Underwriters and the Issuer are acting on an arm’s-length, commercial basis and that no Underwriter is acting as a fiduciary or agent of the Issuer. This paragraph should be discussed with the Senior Manager and the Issuer. If the relationship between the Issuer and an Underwriter differs from that described below, modify or delete the language in the paragraph as appropriate. The Underwriters, jointly and severally, shall purchase from the Issuer, and the Issuer shall sell the Underwritten Securities to the several Underwriters Underwriters, all (but not less than all) of the Securities on the Closing Date at the aggregate Purchase Price set forth below, plus accrued interest (if any). The Securities shall bear interest at the rates per annum, mature on the dates, be sold to the public at the prices and be subject to optional and mandatory sinking fund redemption prior to maturity and to such other terms and provisions, all as provided set forth in Schedule I. The Securities otherwise shall be as described in the Official Statement, the Bond Legislation and the Issuer Documents. The Underwriters’ agreement to purchase the Securities from the Issuer is made in reliance upon the Issuer’s representations, covenants and warranties and on the terms and conditions set forth in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any Issuer acknowledges and agrees that (i) the purchase and sale of the Securities except upon payment for all pursuant to this Agreement is an arm’s-length commercial transaction between the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, Issuer and the Underwriters, on the basis (ii) in connection with such transaction, each Underwriter is acting solely as a principal and not as an agent or a fiduciary of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified therein.Issuer,

Purchase of the Securities. (a) The On the basis of the -------------------------- representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, each of the Company and the Guarantors agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Company and the respective Guarantors, the principal amount of Underwritten Securities set forth opposite the name of such Underwriter’s name in Underwriter on Schedule 1 hereto at a purchase price equal to 970% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below)thereof. The Company will shall not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. The public offering price Company acknowledges and agrees that the Underwriters may sell Securities to any affiliate of an Underwriter and that any such affiliate may sell Securities purchased by it to an Underwriter. The Company hereby confirms its engagement of DLJ as, and DLJ hereby confirms its agreement with the Securities is not in excess of the price recommended by Xxxxxxxxx LLCCompany to render services as, acting as a “"qualified independent underwriter” ", within the meaning of Section (b)(15) of Rule 5121 2720 of the Financial Industry Regulatory AuthorityConduct Rules of the National Association of Securities Dealers, Inc. (“FINRA”)the "NASD") with respect to the offering and sale of the Securities. In additionDLJ, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." As compensation for the services of the QIU hereunder, the Company agrees to issue and sell pay the Option Securities QIU $5,000 on the Closing Date, which fee shall be waived. The yield to maturity at which the securities will be sold to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter public shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier no lower than the Closing Date nor later than the tenth full business day (minimum yield to maturity recommended by DLJ acting as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified thereinQIU.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $[●] (the “ADS Purchase Price”) from the Company and the Selling Stockholder the respective principal amount number of Underwritten Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”)hereto. In addition, the Company agrees Selling Stockholder agrees, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities at the ADS Purchase Price plus accrued interest, if any, from March 19, 2021 less an amount per share equal to any dividends or distributions declared by the date of payment Company and deliverypayable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the principal amount number of Option Securities to be purchased by each Underwriter shall be the principal amount number of Option Securities which bears the same ratio to the aggregate principal amount number of Option Securities being purchased as the principal amount number of Underwritten Securities set forth opposite the name of to be purchased by such Underwriter in Schedule 1 hereto from the Company pursuant to this Section 3 (or such amount number increased as set forth in Section 10 13 hereof) bears to the aggregate principal amount number of the Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representatives Underwriters in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 13 hereof). Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to Underwriter shall purchase from the Company Issuer, and the respective principal amount Issuer shall sell to the Underwriter, all (but not less than all) of Underwritten the Securities on the Closing Date at the aggregate Purchase Price set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) below, plus accrued interest, if any. The Securities shall bear interest at the rates per annum, from March 19mature on the dates, 2021 be sold to the Closing Date (as defined below). The Company will not public at the prices and be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth hereinoptional and mandatory sinking fund redemption prior to maturity and to such other terms and provisions, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 19, 2021 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased all as set forth in Section 10 hereofSchedule I. The Securities otherwise shall be as described in the Official Statement, the Bond Resolution and the Issuer Documents. The Underwriter’s agreement to purchase the Securities from the Issuer is made in reliance upon the Issuer’s representations, covenants and warranties and on the terms and conditions set forth in this Agreement. The Issuer acknowledges and agrees that: (i) bears the primary role of the Underwriter, as underwriter, is to purchase securities for resale to investors in an arms-length commercial transaction between the Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the Issuer; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the aggregate principal amount Issuer or any other person or entity and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of Underwritten Securities being purchased from whether the Company by Underwriter has provided other services or are currently providing other services to the several UnderwritersIssuer on other matters); (iii) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (iv) the Issuer has consulted its own legal, subjectaccounting, howevertax, financial and other advisors, as applicable, to such adjustments to eliminate Securities the extent it has deemed appropriate in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance connection with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified thereintransaction contemplated herein.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $16.74 (the “ADS Purchase Price”), which represents the public offering price of $18.00 per ADS minus an underwriting discount of $1.26 per ADS, from the Company and the Selling Stockholder the respective principal amount number of Underwritten Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”)hereto. In addition, the Company agrees Selling Stockholder agrees, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities at the ADS Purchase Price plus accrued interest, if any, from March 19, 2021 less an amount per share equal to any dividends or distributions declared by the date of payment Company and deliverypayable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the principal amount number of Option Securities to be purchased by each Underwriter shall be the principal amount number of Option Securities which bears the same ratio to the aggregate principal amount number of Option Securities being purchased as the principal amount number of Underwritten Securities set forth opposite the name of to be purchased by such Underwriter in Schedule 1 hereto from the Company pursuant to this Section 3 (or such amount number increased as set forth in Section 10 13 hereof) bears to the aggregate principal amount number of the Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representatives Underwriters in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate principal amount number of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 13 hereof)) nor a date preceding a day that is not a business day. Any such notice shall be given at least one two business day days prior to the date and time of delivery specified therein.