Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. (a) The Company agrees to issue and sell, and the Selling Stockholder agrees to 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 at a price per ADS of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Selling Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Stockholder the Option Securities at the Purchase Price less an amount per ADS equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 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 the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). 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, and sell the Selling Stockholder agrees to sell, the Underwritten Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto and from at a purchase price of $44.229 per share (the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder“Purchase Price”). In addition, the Selling Stockholder agrees, as Company agrees to issue and to the extent indicated in Schedule 2 hereto, to sell, 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 Selling Stockholder Company the Option Securities at the Purchase Price less Price, provided that the purchase price per Optional Security shall be reduced by an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Securities but not payable on the Option Optional Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 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 the Prospectusthis Agreement, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised be purchased and the date and time when on which the Option Securities are to be delivered and paid fordelivered, which may be as determined by the same date and time as Representatives, but in no event earlier than the Closing Date (as hereinafter defined) but shall not be or, unless the Representatives and the Company otherwise agree in writing, earlier than the Closing Date nor two or later than the tenth full ten business day (as hereinafter defined) days after the date of such notice (unless such notice. The right to purchase the Option Securities or any portion thereof may be exercised from time to time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date extent not previously exercised may be surrendered and terminated at any time of delivery specified thereinupon notice by the Representatives to the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell, and the Selling Stockholder agrees to sell, sell the Underwritten Securities Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a purchase price per ADS of $[●] 3.995 per Security (the “Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunderhereto. In addition, the Selling Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Securities Company grants an option to the several Underwriters as provided in to purchase, severally and not jointly, the Option Shares within 30 days of the date of 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 Selling Stockholder the Option Securities at the Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 ‎10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives Representative in their its sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. 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 the Prospectus, by written notice from the Representatives Representative to the Company and the Attorneys-in-Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Securities 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, 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 12 ‎10 hereof). Any Unless the Representative and the Company otherwise agree in writing, 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, and the Selling Stockholder agrees to sell, 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 at a price per ADS of $[●] 6.204 per share of Common Stock (the “Share Purchase Price”) from the Company the respective 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 and from at a price of $6.194 per Warrant (the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder“Warrant Purchase Price”). In addition, the Selling Stockholder agrees, as Company agrees to issue and to the extent indicated in Schedule 2 hereto, to sell, 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 Selling Stockholder Company the Option Securities Shares at the Share Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the 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 the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Securities 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 12 10 hereof). 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 sellsell the Subscription Securities, and the Selling Stockholder agrees to sellsell the Sale Securities, 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 at a price per ADS of $[●•] (the “ADS Purchase Price”) from the Company and the Selling Stockholder the respective number of Underwritten Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunderhereto. In addition, the Selling Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Stockholder the Option Securities at the ADS Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of 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 number increased as set forth in Section 12 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives Underwriters in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum aggregate number of Option Underwritten Securities to be sold purchased by the Selling Stockholder such Underwriter as set forth opposite the name of such Underwriter in Schedule 2 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 the Prospectus, by written notice from the Representatives Underwriters to the Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 13 hereof). 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, and the Selling Stockholder agrees to sell, 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 at a price per ADS of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $23.03 (the “Share Purchase Price”), and to purchase from the Selling Stockholder Company the respective number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as Warrants set forth opposite its such Underwriter’s name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and at a price per Warrant of $23.029906 (the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder“Warrant Purchase Price”). In addition, the Selling Stockholder agrees, as Company agrees to issue and to the extent indicated in Schedule 2 hereto, to sell, 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 Selling Stockholder Company the Option Securities Shares at the Share Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. 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 the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Securities 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, 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 12 10 hereof). 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, and the Selling Stockholder agrees to sell, 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 at a price per ADS share of $[●] 5.875 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto hereto, and to purchase at a price of $5.874990 per Warrant (the “Warrant Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as Warrants set forth opposite its such Underwriter’s name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunderhereto. In addition, the Selling Stockholder agrees, as Company agrees to issue and to the extent indicated in Schedule 2 hereto, to sell, 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 Selling Stockholder Company the Option Securities Shares at the Share Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. 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 the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Securities 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, 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 12 10 hereof). 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, and the Selling Stockholder agrees to sell, 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 at a price per ADS share of $[●] 53.62 (the “Purchase Price”) from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunderhereto. In addition, the Selling Stockholder agrees, as Company agrees to issue and to the extent indicated in Schedule 2 hereto, to sell, 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 Selling Stockholder Company the Option Securities at the Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities shares as the Representatives Representative in their its sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 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 30th day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company and the Attorneys-in-Fact (as defined below). Such notice shall set setting forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for; provided, which may be the same that any such settlement 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 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 12 hereof)option shall have been exercised. 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, and the Selling Stockholder agrees to sell, 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 at a price per ADS of $[●] 4.4650 per share of Common Stock (the “Share Purchase Price”) from the Company the respective 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 and from the Selling Stockholder the number at a price of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder$4.4649 per Warrant. In addition, the Selling Stockholder agrees, as Company agrees to issue and to the extent indicated in Schedule 2 hereto, to sell, 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 Selling Stockholder Company the Option Securities Shares, solely to cover over-allotments, at the Share Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 ‎10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. 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 the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Securities 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, 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 12 ‎10 hereof). 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, and the Selling Stockholder agrees to 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 at a price per ADS of $[●] (the “ADS Purchase Price”) from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you the Representatives so as to eliminate fractional ADSsSecurities) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder Company hereunder. In addition, the Company agrees to issue and sell as and to the extent indicated in Schedule 1 hereto, and the Selling Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and the Selling Stockholder the Option Securities at the ADS Purchase Price less an amount per ADS share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of to be purchased by such Underwriter in Schedule 1 hereto from the Company and the Selling Stockholder pursuant to this Section 3 (or such number increased as set forth in Section 12 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Company and by the Selling Stockholder as set forth in on Schedule 1 and Schedule 2 hereto, respectively. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.