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 number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option 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. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option 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 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 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, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and each of 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, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchasedCompany, the number principal amount of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in on Schedule 1 I hereto (or such number increased as set forth in Section 10 hereof) bears at a purchase price equal to •% of the aggregate number of Underwritten Shares being purchased principal amount thereof plus accrued and unpaid interest, if any, from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option 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 Companyissuance. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but The Company shall not be earlier than obligated to deliver any of the Closing Date Securities except upon payment for all of the Securities to be purchased as provided herein. The 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 of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor later than any other Underwriter is advising the tenth full business day (Company or any other person as hereinafter defined) after to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the date of such notice (unless such time transactions contemplated hereby, and date are postponed in accordance the Underwriters shall have no responsibility or liability to the Company with the provisions of Section 10 hereof)respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such notice transactions will be performed solely for the benefit of the Underwriters and shall not be given at least two business days prior to on behalf of 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 number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 14.3632 (the “Share Purchase Price”), 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 per Warrant of $10.6407 14.3631 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option 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. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option 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 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 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 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this AgreementIssuer, and the UnderwritersIssuer shall sell to the Underwriter, all (but not less than all) of the Securities on the basis of Closing Date at the representations, warranties and agreements aggregate Purchase Price set forth herein 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 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number 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 number 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 Shares 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 any fractional Shares as the Representatives extent it has deemed appropriate in their sole discretion shall make. The Underwriters may exercise the option to purchase Option 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. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option 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 connection with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereintransaction contemplated herein.

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, to purchase from the Company the respective number and each of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option 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, agrees to purchase from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by each of the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchasedGuarantors, the number principal amount of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears at a purchase price equal to 0% of the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall makeprincipal amount thereof. The Underwriters may exercise the option to purchase Option 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. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but Company shall not be earlier obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. The 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 Company to render services as, a "qualified independent underwriter", within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. DLJ, 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 pay the 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 public shall be 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 two business days 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 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 number of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 Unit (the “Share Purchase Price”), 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 per Warrant ) of $10.6407 (the “Warrant Purchase Price”)97. In addition, the Company agrees to issue and sell the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share Unit equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares 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 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 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 number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.25% of $10.6408 the principal amount thereof (the “Share Purchase Price”)) plus accrued interest, and if any, from June 10, 2021 to purchase from the 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 Closing Date (the “Warrant Purchase Price”as defined below). In addition, the Company agrees to issue and sell the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from June 10, 2021 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 Shares 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. Such notice shall set Company setting forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares 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 10 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. 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 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 number of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of $10.6408 97.00 per tangible equity unit (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares 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 (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 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 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 number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 96.75% of $10.6408 the principal amount thereof (the “Share Purchase Price”)) plus accrued interest, and if any, from January 29, 2018 to purchase from the 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 Closing Date (the “Warrant Purchase Price”as defined below). In addition, the Company agrees to issue and sell the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 Shares 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. Such notice shall set forth the aggregate number principal amount of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares 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 hereofhereof or unless otherwise agreed to in writing by the Representatives and the Company). 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 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 number of Underwritten Shares Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”)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 Shares 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 Shares Securities at the Share ADS Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares set forth opposite the name of Securities 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 10 13 hereof) bears to the aggregate number of the Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 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 Shares 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 Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares 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 13 hereof)) nor a date preceding a day that is not a business day. 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 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 number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of $10.6408 the principal amount thereof (the “Share Purchase Price”) plus accrued interest, if any, from June 10, 2019 to the Closing Date (as defined below). The public offering price of the Securities is not in excess of the price recommended by Xxxxxxx Sachs & Co. LLC, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at acting as a price per Warrant of $10.6407 (the “Warrant Purchase Price”)qualified independent underwriter. In addition, the Company agrees to issue and sell sell, subject to the conditions set forth herein, the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from June 10, 2019 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 Shares 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 Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares 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 two one business days 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 Underwriter shall purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this AgreementIssuer, and the UnderwritersIssuer shall sell to the Underwriter, all (but not less than all) of the Securities on the basis of Closing Date at the representations, warranties and agreements aggregate Purchase Price set forth herein 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 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased all as set forth in Section 10 hereofSchedule 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) bears 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 Xxxxx Xxxxxxx and that Xxxxx Xxxxxxx & Co. has financial and other interests that differ from those of the Issuer (ii) Xxxxx Xxxxxxx & Co. is not acting as a municipal advisor, financial advisor or fiduciary to the aggregate number 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 Shares being purchased from whether Xxxxx Xxxxxxx has provided other services or is currently providing other services to the Company by Issuer on other matters) (iii) the several Underwritersonly obligations Xxxxx Xxxxxxx & Co. 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 the extent it has deemed appropriate in connection with the transaction contemplated herein. Purchase Price [Alternative A] The Purchase Price of the Securities is $[ ] (representing the principal amount of the Securities, less an Underwriter’s discount of $[ ], and less/plus net original issue discount/premium of $[ ]), plus accrued interest, if any, to eliminate any fractional Shares as the Representatives in their sole discretion shall makeClosing Date. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, Purchase Price shall be payable on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as 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 be reimbursed for those out‑of‑pocket expenses described therein. [Alternative B] The Purchase Price of the Securities is $[ ] (as hereinafter defined) but representing the principal amount of the Securities, less/plus net original issue discount/premium of $[ ]), plus accrued interest, if any, to the Closing Date. The Purchase Price shall not be earlier than payable on the Closing Date nor later than by the tenth full business day (Underwriter to or as hereinafter defined) after directed by the date 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 such notice (unless such time the Securities, the Issuer will pay the Underwriter an underwriting commission of $[ ], payable on the Closing Date to the Underwriter by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the 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 two business days 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 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 number of Underwritten Shares Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”)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 Shares 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 Shares Securities at the Share ADS Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares set forth opposite the name of Securities 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 10 13 hereof) bears to the aggregate number of the Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 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 Shares 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 Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares 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 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 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 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this AgreementIssuer, and the UnderwritersIssuer shall sell to the Underwriter, all (but not less than all) of the Securities on the basis of Closing Date at the representations, warranties and agreements aggregate Purchase Price set forth herein 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 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased all as set forth in Section 10 hereofSchedule 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) bears 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 Xxxxx Xxxxxxx and that Xxxxx Xxxxxxx & Co. has financial and other interests that differ from those of the Issuer (ii) Xxxxx Xxxxxxx & Co. is not acting as a municipal advisor, financial advisor or fiduciary to the aggregate number 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 Shares being purchased from whether Xxxxx Xxxxxxx has provided other services or is currently providing other services to the Company by Issuer on other matters) (iii) the several Underwritersonly obligations Xxxxx Xxxxxxx & Co. 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 the extent it has deemed appropriate in connection with the transaction contemplated herein. Purchase Price [Alternative A] The Purchase Price of the Securities is $[ ] (representing the principal amount of the Securities, less an Underwriter’s discount of $[ ], and less/plus net original issue discount/premium of $[ ]), plus accrued interest, if any, to eliminate any fractional Shares as the Representatives in their sole discretion shall makeClosing Date. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, Purchase Price shall be payable on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as 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 be reimbursed for those out‑of‑pocket expenses described therein. [Alternative B] The Purchase Price of the Securities is $[ ] (as hereinafter defined) but representing the principal amount of the Securities, less/plus net original issue discount/premium of $[ ]), plus accrued interest, if any, to the Closing Date. The Purchase Price shall not be earlier than payable on the Closing Date nor later than by the tenth full business day (Underwriter to or as hereinafter defined) after directed by the date 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 such notice (unless such time the Securities, the Issuer will pay the Underwriter an underwriting commission of $[ ], payable on the Closing Date to the Underwriter by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the 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 two business days 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 at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”)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 of $12.99365 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option 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. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option 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 10 hereof). Any 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 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 number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of $10.6408 the principal amount thereof (the “Share 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, and to purchase from acting as a “qualified independent underwriter” within the Company meaning of Rule 5121 of the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $10.6407 Financial Industry Regulatory Authority, Inc. (the “Warrant Purchase PriceFINRA”). In addition, the Company agrees to issue and sell the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from March 19, 2021 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 Shares 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. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares 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 two one business days day 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, . The Issuer acknowledges and each Underwriter, on agrees that (i) the basis purchase and sale of the representations, warranties and agreements set forth herein and subject Securities pursuant to this Agreement is an arm’s-length commercial transaction between the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”), 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 per Warrant of $10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares 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 Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option 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. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option 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 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.Issuer,

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 number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of $10.6408 the principal amount thereof (the “Share Purchase Price”)) plus accrued interest, and if any, from August 14, 2017 to purchase from the 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 Closing Date (the “Warrant Purchase Price”as defined below). In addition, the Company agrees to issue and sell the Option Shares 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 Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from August 14, 2017 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 11 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares 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 Shares 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. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares 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 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.