Common use of Agreement to Sell and Purchase Clause in Contracts

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters are hereby granted an option (Company agrees to sell to the “Over-Allotment Option”) Representative for the account of the Underwriters, and the Representative agrees to purchase from the CompanyCompany on behalf of the Underwriters, in at a purchase price of $24.2125 per Share, the aggregatetotal number of Firm Shares set forth above, up plus such additional number of Firm Shares which the Underwriters may become obligated to 292,618 Additional ADSs purchase pursuant to Section 9 hereof. (b) Subject to all the terms and 146,309 Additional ADS Warrantsconditions of this Agreement, which may be purchased in any combination the Company grants the Option to the Representative to purchase on behalf of Additional ADSs and/or Additional ADS Warrants the Underwriters, the Option Shares at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyRepresentative on behalf of the Underwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (on behalf of the Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to timetime on or before the thirtieth (30th) of the Additional Securities at any time within 30 days day after the date of this AgreementAgreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice by the Representative to the Company (the "Option Shares Notice"), in writing or by telephone (confirmed in writing), no later than 5:00 p.m., New York city Time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Representative on behalf of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by Underwriters the number of Additional ADSs Option Shares set forth in the Option Shares Notice, and (b) the Representative will purchase price to be paid for the Additional ADS Warrants is equal to the product on behalf of the ADS Warrant Purchase Price multiplied by the Underwriters such number of Additional ADS Warrants (Option Shares as is set forth in the aggregate purchase price to be paid at an Additional Closing (Option Shares Notice, and will allocate the Option Shares purchased among the Underwriters in such manner as defined below)the Representative, the “Additional Closing Purchase Price”)in its sole discretion, deems necessary and advisable.

Agreement to Sell and Purchase. (a) Upon Purchase of Firm Shares to be Delivered in the Form of the Firm ADSs together with Firm Warrants. On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to the Underwriter, and sell an aggregate the Underwriter agrees to purchase from the Company, at a purchase price (prior to discount and commissions) of 2,438,491 $[●] per ADS and $[●] per Warrant, the Firm Shares represented by the number of Firm ADSs and the Firm Warrants. The ADSs and the Warrants will be separately tradable and transferable immediately following the date of the Prospectus (as hereinafter defined). (b) Purchase of Option Shares to be Delivered in the aggregateForm of the Option ADSs and/or Option Warrants. Subject to all the terms and conditions of this Agreement, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in Company grants the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities all or less than all of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants Option Shares to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided be delivered in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum form of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with Option ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS and/or Option Warrants, which may be purchased in any combination of Additional Option ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectivelyOption Warrants. The Additional Securities may purchase price (net of discount and commissions) to be purchased solely paid for each Option ADS will be the purpose same purchase price (net of covering over-allotments, if any, made in connection with discount and commissions) allocated to each Firm ADS less an amount per ADS equal to the offering aggregate amount of any dividends or distributions declared by the Company and payable on the Firm SecuritiesShares underlying the Firm ADSs but not payable on the Option Shares underlying the Option ADSs. The Over-Allotment purchase price (net of discount and commissions) to be paid for each Option Warrant will be the same purchase price (net of discount and commissions) allocated to each Firm Warrant. The Option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 45th day after the date of this Agreement. In connection with an exercise , upon written notice (the “Option Notice”) by the Underwriter to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option ADSs and/or Option Warrants to be paid purchased and the time and date for such purchase. On the Additional ADSs is equal Option Closing Date, the Company shall issue and sell to the product Underwriter the number of Option Shares (to be delivered in the ADS Purchase Price multiplied form of ADSs) represented by the number of Additional Option ADSs set forth in the Option Notice and/or any Option Warrants set forth in the Option Notice, and the Underwriter shall purchase from the Company such Option Shares (b) the purchase price to be paid for delivered in the Additional ADS Warrants is equal to the product form of the ADS Warrant Purchase Price multiplied ADSs) and/or such Option Warrants, as adjusted by the number of Additional ADS Warrants (the aggregate purchase price Underwriter in such manner as it deems advisable to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional ADSs and/or Warrants.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. If the Company elects to rely on Rule 430A of the Rules and Regulations (in as defined herein), Schedule I may be attached to the aggregatePrice Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 750,000 Option Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 45th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A of the Rules and Regulations, on or before the 45th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Shares Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as it deems advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon If the basis Company has elected not to rely on Rule 430A of the representations, warranties, covenants Rules and agreements of the Company herein contained, and subject to all the terms and conditions set forth hereinRegulations, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely initial public offering price per share for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the Registration Statement (as hereinafter defined) containing such per share price information shall be filed before the Registration Statement becomes effective. (d) If the Company has elected to rely on Rule 430A of the Rules and Regulations, the initial public offering price per share for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (several Underwriters shall be agreed upon and set forth in the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Price Determination Agreement.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the The Company hereby agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[●] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Additional Shares at the Closing (as defined below)Purchase Price, provided, however, that the following securities amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Company: (i) The number Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase this Agreement. Any exercise notice shall specify the number of ADSs set forth opposite Additional Shares to be purchased by the name Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment notice. Additional Shares may be purchased as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. For the period specified below (the “Restricted Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any shares of its stock or any securities convertible into or exchangeable or exercisable for any of shares of its stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase, lend or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representatives, except (1) the sale of Securities to the Underwriters as contemplated by this Agreement, (2) the issuance of Securities in connection with the Reorganization, (3) issuances of Lock-Up Securities pursuant to the conversion, exchange or redemption of convertible, exchangeable or redeemable securities or the exercise of warrants or options, in each case outstanding on the Closing Date, (4) grants of employee share options or other compensatory awards pursuant to the terms of a plan in effect on the Closing Date with respect to the Firm Shares or otherwise described in the Time of Sale Prospectus and the Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options or other compensatory awards or (5) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the Time of Sale Prospectus and the Prospectus. The Over-Allotment Option may be exercised by Restricted Period will commence on the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 date hereof and continue for 180 days after the date of this Agreementhereof or such earlier date that the Representatives consent to in writing. In connection with If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an exercise officer or director of the Over-Allotment Option, (a) Company and provide the purchase price to be paid for the Additional ADSs is equal to the product Company with notice of the ADS Purchase Price multiplied by impending release or waiver at least three business days before the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product effective date of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below)release or waiver, the “Additional Closing Purchase Price”)Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. (a) Upon The Company and each Selling Shareholder hereby agree to sell to each Underwriter, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and subject conditions of this Agreement, each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a price of $_____ per share, that number of Firm Shares (rounded up or down as determined by you in your discretion, in order to avoid fractions of a share) obtained by multiplying the number of Firm Shares to be sold by the Company or the number of Firm Shares to be sold by each Selling Shareholder as set forth opposite the name of such Selling Shareholder in Schedule I hereto, as the case may be, by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of each Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) and the denominator of which is the total number of Firm Shares. The difference of $_____ per Firm Share between the initial public offering price and the price at which the Company and each Selling Shareholder will sell the Firm Shares to the Underwriter is the "Underwriters' Discount." (b) Subject to all the terms and conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in hereby grants the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 240,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, Charlotte, North Carolina time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing (as defined below)Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the following securities of Company will issue and sell to the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase Underwriters the number of ADSs Option Shares set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum Option Shares Notice, and each Underwriter will purchase, severally and not jointly, such percentage of the amounts set forth opposite Option Shares as is equal to the name percentage of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants Firm Shares that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659it is purchasing. (c) Upon Certificates in negotiable form for the basis of Firm Shares to be sold by the representationsSelling Shareholders hereunder have been placed in custody for delivery under this Agreement, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option under a custody agreement (the “Over-Allotment Option”"Custody Agreement") to purchase from the Companymade with _________, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants custodian (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”"Custodian").

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties, and agreements of each of the Company and the Selling Shareholder herein contained and subject to all the terms and subject to the conditions set forth hereinof this underwriting agreement (this "AGREEMENT"), the Company and the Selling Shareholder agree, severally and not jointly, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to issue purchase at a purchase price of $______ per Share, from the Company the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be sold by the Company and sell an aggregate from the Selling Shareholder the number of 2,438,491 ADSs (Selling Shareholder Shares set forth opposite the Selling Shareholder's name in the aggregateSchedule I hereto by a fraction, the “numerator of which is the aggregate number of Firm ADSs”Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Shareholder hereunder. (b) Subject to all the terms and ADS Warrants to purchase 1,219,246 ADSs (in the aggregateconditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Selling Shareholder grants the Firm ADSs, Selling Shareholder Option and the “Firm Securities”) Company grants the Company Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, the Selling Shareholder Option Shares and the Company Option Shares, respectively, at the Closing (same price per Share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Each Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to timetime on or before the thirtieth (30th) of the Additional Securities at any time within 30 days day after the date of this AgreementAgreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "OPTION SHARES NOTICE") in writing or by telephone (confirmed in writing) by the Underwriters to the Selling Shareholder and the Company, no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "OPTION CLOSING DATE") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with On each Option Closing Date, the Selling Shareholder and the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, in each case in an exercise amount equal to the respective percentage of Firm Shares that the Company and the Selling Shareholder are purchasing hereunder, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the number of Additional ADSs and (b) the purchase price Underwriters in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional Shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the The Company hereby agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Closing (as defined below)Purchase Price, provided, however, that the following securities amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Company: (i) The number Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase this Agreement. Any exercise notice shall specify the number of ADSs set forth opposite Additional Shares to be purchased by the name Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment notice. Additional Shares may be purchased as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SecuritiesShares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Over-Allotment Option may be exercised by Company hereby agrees that, without the Representative as to all (at any time) or any part (from time to time) prior written consent of the Additional Securities at any time within 30 Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of this Agreement. In connection with an exercise the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Over-Allotment OptionExchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the purchase price Shares to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and sold hereunder, (b) the purchase price issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be paid required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Additional ADS Warrants is equal transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the product extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the ADS Warrant Purchase Price multiplied Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the number Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of Additional ADS Warrants (the aggregate purchase price to be paid Company and provide the Company with notice of the impending release or waiver at an Additional Closing (as defined below)least three business days before the effective date of the release or waiver, the “Additional Closing Purchase Price”)Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to ___ Option Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 45th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 45th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Shares Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely initial public offering price per share for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Company has elected to rely on Rule 430A. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect. (d) If the Company has elected not to rely on Rule 430A, the initial public offering price per share for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per share price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholder's name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $______ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Company and the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing (as defined belowDate"), setting forth the following securities of the Company: (i) The aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company and the Selling Stockholders will sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject Subject to all the terms and conditions set forth hereinof this Agreement, on the Underwriters are hereby granted an option Closing Date (as hereinafter defined) the Company shall issue to the Representatives warrants in the form attached hereto as Exhibit A (the “Over-Allotment Option”"Representatives' Warrants") to purchase from an aggregate of _______ shares of Common Stock at an exercise price equal to ____% of the Company, in Price to Public set forth on the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination cover page of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectivelyProspectus (as hereinafter defined). The Additional Securities may number of shares of Common Stock subject to each Representatives' Warrant shall be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised specified by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal Representatives no less than one business day prior to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Date.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to ___ Option Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Shares Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely initial public offering price per share for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Company has elected to rely on Rule 430A. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect. (d) If the Company has elected not to rely on Rule 430A, the initial public offering price per share for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per share price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Star Parties herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company Partnership agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Partnership, at the purchase price per Firm Unit to be agreed upon by the Representatives and the Partnership in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Firm Units (subject to such adjustments to eliminate fractional units as the Representatives may determine) which bears the same proportion to the total number of Firm Units to be sold by the Partnership as the number of Firm Units set forth opposite the name of such Underwriter agrees in Schedule 1 bears to the total number of Firm Units, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule 1 may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Partnership grants the Option to the Underwriters to purchase, severally and not jointly, up to 195,000 Option Units from the Partnership at the Closing same price per Option Unit as the Underwriters shall pay for each of the Firm Units. The Option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Partnership has elected to rely on Rule 430A of the Securities Act of 1933, as defined belowamended (the “Act”), on or before the following securities 30th day after the date of the Company: Price Determination Agreement), upon written or telegraphic notice (ithe “Option Units Notice”) The by the Representatives to the Partnership no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Units Notice (the “Option Closing Date”) setting forth the aggregate number of Firm ADSs set forth opposite Option Units to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Partnership will sell to purchase the Underwriters the number of ADSs Option Units set forth opposite in the name Option Units Notice, and each Underwriter will purchase such percentage of the Option Units as is equal to the percentage of Firm Units that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional units. (c) Upon the basis of the representations, warranties, covenants The initial public offering price per Firm Unit and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price per Firm Unit to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Partnership has elected to rely on Rule 430A. (bd) If the Partnership has elected not to rely on Rule 430A, the initial public offering price per Firm Unit and the purchase price per Firm Unit to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per unit price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters and (ii) each of the Underwriters, severally and each not jointly, agrees to purchase from the Company, at the purchase price per share for the Firm Preferred Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) and set forth in the Price Determination Agreement, the number of Firm Preferred Shares set forth opposite the name of such Underwriter agrees in Schedule I, plus such additional number of Firm Preferred Shares which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Preferred Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Preferred Shares. The option may be exercised only to cover overallotments in the sale of the Firm Preferred Shares by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Preferred Shares Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Preferred Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Preferred Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Preferred Shares set forth opposite in the name Option Preferred Shares Notice, and each Underwriter will purchase such percentage of the Option Preferred Shares as is equal to the percentage of Firm Preferred Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon The initial public offering price per share for the basis of Firm Preferred Shares and the representations, warranties, covenants purchase price per share for the Firm Preferred Shares to be paid by the several Underwriters shall be agreed upon and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Determination Agreement. In connection with an exercise of the Over-Allotment Option, (a) event such price has not been agreed upon and the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied Determination Agreement has not been executed by the number close of Additional ADSs and (b) business on the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).fourteenth business day

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, and contained but subject to all the terms and conditions set forth herein, (i) the Underwriters are Company hereby granted an option (agrees to issue and sell to the “Over-Allotment Option”) Underwriter and the Underwriter agrees to purchase from the Firm Shares. The purchase price per share to be paid by the Underwriter to the Company shall be $_________ except for shares the purchaser of which was introduced to the Underwriter by the Company and who is listed on Exhibit A hereto as agreed by the Company and the Underwriter for which the price shall be $________ per share. (b) In addition, the Company, on the basis of the representations, warranties and agreements of the Company set forth herein but subject to the terms and conditions set forth herein, hereby grants to the Underwriter an option to purchase up to an aggregate of 90,000 additional Shares, a purchase price per share of ____________, for use solely in covering any over allotments made by the Underwriter in the aggregate, up to 292,618 Additional ADSs sale and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering distribution of the Firm SecuritiesShares. The Over-Allotment Option option granted hereunder may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time (but not more than once), in whole or in part, within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Prospectus upon written notice by the purchase price to be paid for the Additional ADSs is equal Underwriter to the product of Company setting forth the ADS Purchase Price multiplied by the aggregate number of Additional ADSs Shares as to which the Underwriter is exercising the option, the names and (b) denominations in which the purchase price certificates for such shares are to be paid for registered and the Additional ADS Warrants is equal time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the product of the ADS Warrant Purchase Price multiplied "Second Closing Date," shall be determined by the number Underwriter, but if at any time other than the First Closing Date, shall not be earlier than three nor later than ten full business days after delivery of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)such notice of exercise.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to ________ Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the ------------------- *Plus an option to purchase up to an additional _______ shares to cover over- allotments. In connection with an exercise "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the respective representations, warranties and agreements of the Company and Irex herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters and (ii) each of the Underwriters, and each Underwriter agrees to purchase, severally and not jointly, agrees to purchase from the Company, at the Closing (as defined below)purchase price per share for the Firm Shares to be agreed upon by the Representatives, the following securities of Company and Irex in accordance with Section 1(c) hereof and set forth in the Company: (i) The Price Determination Agreement, the number of Firm ADSs Shares set forth opposite the name of such Underwriter on in Schedule I, plus such additional number of Firm Shares that such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule I hereto; and (ii) Firm ADS Warrants may be attached to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS WarrantsPrice Determination Agreement. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject Subject to all the terms and conditions set forth hereinof this Agreement, the Company grants the Option to the several Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase purchase, severally and not jointly up to 300,000 Option Shares from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants Company at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 45th day after the date of this the Price Determination Agreement, upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs Representatives in such manner as they deem advisable to avoid fractional shares. (c) The initial public offering price per share for the Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (several Underwriters shall be agreed upon and set forth in the aggregate purchase price Price Determination Agreement. The Company has elected to be paid at an Additional Closing rely on Rule 430A (as defined belowhereinafter defined). In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, the “Additional Closing Purchase Price”)this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the parties herein contained and subject to all of the terms and subject to the conditions set forth herein, of this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) 2,200,000 shares of Common Stock to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $[________] for each Underwriter agrees Firm Share, subject to adjustments in accordance with Section 8 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for the closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option Shares to be paid purchased and the time and date for such purchase. The number of Option Shares to be purchased by each Underwriter shall be in the Additional ADSs is equal same proportion to the product total number of the ADS Purchase Price multiplied by Option Shares being purchased as the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal Firm Shares being purchased by such Underwriter bears to the product of the ADS Warrant Purchase Price multiplied by the total number of Additional ADS Warrants (the aggregate purchase price Firm Shares, adjusted by you in such manner as to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholder's name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. ------------------- * Plus an option to purchase up to an additional 300,000 shares to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (, and from time to time) of , on or before the Additional Securities at any time within 30 days 30th day after the date of this Agreement. In connection with Each time for the delivery and payment for the Option Shares being herein referred to as an exercise "Option Closing Date" shall be determined upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice, setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per unit for the Initial Units to be agreed upon by the Underwriters and the Company in accordance with Section 1(d) or 1(e) hereof and set forth in the Price Determination Agreement, the number of the Initial Units set forth opposite the name of such Underwriter agrees in Schedule I, plus such additional number of Initial Units which such Underwriter may become obligated to purchase pursuant to Section 10 hereof. If the Company elects to rely on Rule 430A of the Rules and Regulations (as hereinafter defined), Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriters to purchase, severally and not jointly, up to 2,100,000 Option Units from the Company at the Closing same price per share as the Underwriters will pay for the Initial Units. The Option may be exercised only to cover over-allotments in the sale of the Initial Units by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 13th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 13th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Units Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Unit Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Units to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Units set forth opposite in the name Option Units Notice and each Underwriter will purchase such percentage of the Option Units as is equal to the percentage of Initial Units that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted as the Representatives deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon The Senior Notes or the basis Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Treasury Securities constituting a part of the representationsCorporate Units and Treasury Units, warrantiesrespectively, covenants and agreements will be pledged to the Collateral Agent to secure holders' obligations to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by: (i) the delivery to the Collateral Agent of the Senior Notes to be pledged in certificated form endorsed in blank and (ii) the transfer to the Collateral Agent of the Treasury Securities to be pledged, in each case in accordance with the Pledge Agreement. (d) If the Company herein contained, has elected not to rely on Rule 430A of the Rules and subject to all the terms and conditions set forth hereinRegulations, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely initial public offering price per unit for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Initial Units and the purchase price per unit for the Initial Units to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated as of the date hereof, and an amendment to the Registration Statement (as hereinafter defined) containing such per unit price information shall be filed before the Registration Statement becomes effective. (e) If the Company has elected to rely on Rule 430A of the Rules and Regulations, the initial public offering price per unit for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Initial Units and (b) the purchase price per unit for the Initial Units to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (several Underwriters shall be agreed upon and set forth in the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Price Determination Agreement.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Star Parties herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company Partnership agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Partnership, at the purchase price per Firm Unit to be agreed upon by UBS Warburg on behalf of the Representatives and the Partnership in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Firm Units (subject to such adjustments to eliminate fractional units as UBS Warburg on behalf of the Representatives may determine) which bears the same proportion to the total number of Firm Units to be sold by the Partnership as the number of Firm Units set forth opposite the name of such Underwriter agrees in Schedule 1 bears to the total number of Firm Units, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule 1 may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Partnership grants the Option to the Underwriters to purchase, severally and not jointly, up to 270,000 Option Units from the Partnership at the Closing same price per Option Unit as the Underwriters shall pay for each of the Firm Units. The Option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Partnership has elected to rely on Rule 430A of the Securities Act of 1933, as defined belowamended (the "Act"), on or before the following securities 30th day after the date of the Company: Price Determination Agreement), upon written or telegraphic notice (ithe "Option Units Notice") The by UBS Warburg on behalf of the Representatives to the Partnership no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Units Notice (the "Option Closing Date") setting forth the aggregate number of Firm ADSs set forth opposite Option Units to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Partnership will sell to purchase the Underwriters the number of ADSs Option Units set forth opposite in the name Option Units Notice, and each Underwriter will purchase such percentage of the Option Units as is equal to the percentage of Firm Units that such Underwriter is purchasing, as adjusted by UBS Warburg on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum behalf of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant Representatives in such manner as it deems advisable to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional units. (c) Upon the basis of the representations, warranties, covenants The initial public offering price per Firm Unit and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price per Firm Unit to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Partnership has elected to rely on Rule 430A. (bd) If the Partnership has elected not to rely on Rule 430A, the initial public offering price per Firm Unit and the purchase price per Firm Unit to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per unit price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $13.67 for each Underwriter agrees Firm Share. -------- * Plus an option to purchase up to an additional 540,000 shares to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 540,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter named below, and each Underwriter agrees agrees, severally and not jointly, to purchase from the Company, the principal amount of the Firm Securities set forth opposite the name of such Underwriter in Schedule I, plus such additional principal amount of Firm Securities which such Underwriter may become obligated to purchase pursuant to Section 8 hereof, all at the purchase price, to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) and set forth in the Price Determination Agreement. If the Company elects to rely on Rule 430A (as hereinafter defined), Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to $11,250,000 principal amount of Option Securities from the Company at the Closing same price per Security as the Underwriters shall pay for the Firm Securities. The Option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 45th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 45th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Securities Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Securities Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Securities to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Securities set forth opposite in the name Option Securities Notice, and each Underwriter will purchase such percentage of the Option Securities as is equal to the percentage of Firm Securities that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as ad- justed by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrantsavoid fractional shares. (bc) The aggregate If the Company has elected not to rely on Rule 430A, the purchase price for the Firm Securities to be paid by the several Underwriters shall equal the sum of the amounts be agreed upon and set forth opposite in the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”)Price Determination Agreement, which shall be allocated dated the date hereof, and an amendment to the Registration Statement (as $6.4821 per ADS hereinafter defined) containing such price information shall be filed before the Registration Statement becomes effective. (d) If the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold Company has elected to Invesco Asset Management Limitedrely on Rule 430A, the combined purchase price for one ADS and one ADS Warrant the Firm Securities to purchase 0.5 ADS be paid by the several Underwriters shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants agreed upon and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Determination Agreement. In connection with an exercise of the Over-Allotment Option, (a) event that the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied Determination Agreement has not been executed by the number close of Additional ADSs and (b) business on the purchase price fourth business day following the date on which the Registration Statement becomes effective, this Agreement shall terminate forthwith, without liability of any party to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, (i) the Underwriters are hereby granted an option Company agrees to sell to the Underwriter and (ii) the “Over-Allotment Option”) Underwriter agrees to purchase from the Company, at the purchase price per share for the Firm Shares to be agreed upon by the Underwriter and the Company in accordance with Section 1(c) and set forth in the aggregatePrice Determination Agreement, the Firm Shares. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriter to purchase up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which 120,000 Option Shares from the Company at the same price per share as the Underwriter shall pay for the Firm Shares. The option may be purchased exercised only to cover overallotments in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering sale of the Firm Securities. The Over-Allotment Option Shares by the Underwriter and may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the "Option Shares Notice") by the Underwriter to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriter the number of Option Shares set forth in the Option Shares Notice. (c) The initial public offering price per share for the Firm Shares and the purchase price per share for the Firm Shares to be paid by the Underwriter shall be agreed upon and set forth in the Price Determination Agreement. In connection with an exercise of the Over-Allotment Option, (a) event such price has not been agreed upon and the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied Determination Agreement has not been executed by the number close of Additional ADSs and (b) business on the purchase price fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) Upon On the basis of the respective representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue sell to each Underwriter and sell an aggregate each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of 2,438,491 ADSs (in the aggregate$[_____] per share, the “number of Firm ADSs”Shares set forth opposite the name of such Underwriter in Column (1) and ADS Warrants of Schedule 2 II hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 11 hereof, and (in ii) the aggregateSelling Stockholder agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from such Selling Stockholder at the same purchase price per Share, the “number of Firm ADS Warrants,” andShares set forth opposite the name of such Underwriter in Column (2) of Schedule II, collectively with plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 11 hereof. (b) Subject to all the Firm ADSsterms and conditions of this Agreement, the “Firm Securities”) Company grants the Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, the Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant option may be exercised only to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Overcover over-Allotment Option”) to purchase from the Company, allotments in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering sale of the Firm Securities. The Over-Allotment Option Shares by the Underwriters and may be exercised by the Representative as to all (in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this AgreementAgreement (or on the next business day if the 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representative in such manner as it deems advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company The Partnership hereby agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Partnership the respective numbers of Firm Units set forth in Schedule I hereto opposite its name at $[•] per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Partnership agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly, up to [•] Additional Units at the Closing (as defined below)Purchase Price, provided, however, that the following securities amount paid by the Underwriters for any Additional Units shall be reduced by an amount per Unit equal to any distributions declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Representative may exercise this right on behalf of the Company: (i) The number Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase this Agreement. Any exercise notice shall specify the number of ADSs set forth opposite Additional Units to be purchased by the name Underwriters and the date on which such Additional Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Units nor later than ten business days after the date of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment notice. Additional Units may be purchased as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SecuritiesUnits. On each Option Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representative may determine) that bears the same proportion to the total number of Additional Units to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The Over-Allotment Option may be exercised by Partnership hereby agrees that, without the prior written consent of the Representative as to all (at any time) or any part (from time to time) on behalf of the Additional Securities at any time within 30 Underwriters, it will not, during the period ending 180 days after the date of this Agreement. In connection with an exercise the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units beneficially owned (as such term is used in Rule 13d-3 of the Over-Allotment OptionExchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the purchase price Units to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and sold hereunder or (b) the purchase price to be paid for grant by the Additional ADS Warrants Partnership or the General Partner of compensatory awards of Common Units or awards the value of which is equal based, in whole or in part, on the value of Common Units pursuant to the product LTIP (“LTIP Awards”), (c) the vesting, exercise or settlement of LTIP Awards, which may include the issuance of Common Units, (d) the net settlement of LTIP Awards, including net withholding to satisfy applicable tax withholding obligations and the net exercise of unit options, unit appreciation rights or similar LTIP Awards, (e) the filing by the Partnership of a registration statement on Form S-8 to register the offer and sale of Common Units pursuant to the LTIP or (f) the issuance of Common Units upon the exercise of a warrant or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus. The Partnership consents to the entry of stop transfer instructions with the Partnership’s transfer agent and registrar against the transfer of any Common Units held by the Partnership except in compliance with the foregoing restrictions. If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the ADS Warrant Purchase Price multiplied by General Partner and provide the number General Partner with notice of Additional ADS Warrants (the aggregate purchase price to be paid impending release or waiver at an Additional Closing (as defined below)least three business days before the effective date of the release or waiver, the “Additional Closing Purchase Price”)Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the parties herein contained and subject to all of the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) 1,000,000 shares of Common Stock to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $________ for each Underwriter agrees Firm Share, subject to adjustments in accordance with Section 8 hereof. (b) The Underwriters propose to make a public offering of their respective portions of the Shares as soon after the registration statement on Form S-1 (File No. ___________), as amended, has become effective as in the Representative's judgment is advisable. (c) Subject to all the terms and conditions of this Agreement, each of the Company and the Selling Shareholders grants the Option to the Underwriters to purchase, severally and not jointly, Option Shares at the Closing (same price per share as defined below), the following securities of Underwriters shall pay for the Company: Firm Shares as follows: (i) The number the Company grants the Option to purchase up to a maximum of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and 133,000 Option Shares and (ii) Firm ADS Warrants each of the Selling Shareholders grants the Option to purchase the number up to a maximum of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)8,500 Option Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or facsimile notice (the "Option Shares Notice") by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for the closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an If the Underwriters exercise the Option in part, the amount of the Over-Allotment Option, (a) the purchase price Option Shares to be paid for purchased by the Additional ADSs is Underwriters will be first satisfied out of the amount of the Company's 133,000 Option Shares with the balance, if any, out of the Selling Shareholders' aggregate 17,000 Option Shares, in an equal proportion between the two Selling Shareholders. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the product total number of the ADS Purchase Price multiplied by Option Shares being purchased as the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal Firm Shares being purchased by such Underwriter bears to the product of the ADS Warrant Purchase Price multiplied by the total number of Additional ADS Warrants (the aggregate purchase price Firm Shares, adjusted by you in such manner as to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 375,000 Option Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Shares Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon The initial public offering price per share for the basis of Firm Shares and the representations, warranties, covenants purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Determination Agreement. In connection with an exercise of the Over-Allotment Option, (a) event such price has not been agreed upon and the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied Determination Agreement has not been executed by the number close of Additional ADSs and (b) business on the purchase price fourteenth business day following the date on which the Registration Statement becomes effective, this Agreement shall terminate forthwith, without liability of any party to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) Upon The Company agrees to sell to each Underwriter named below, and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject conditions of this Agreement, each Underwriter agrees, severally and not jointly, to purchase from the conditions Company, the respective number of Firm Shares set forth hereinopposite its name on Schedule I, at the purchase price of $ for each Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (the Selling Stockholders, severally and not jointly, grant the Option, in the aggregaterespective amounts set forth above and in Schedule II, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares from the Company and the Selling Stockholders at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, Eastern time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing (as defined below)Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the following securities of Company will issue and sell, and the Company: (i) The number of Firm ADSs set forth opposite Selling Stockholders will sell to the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase Underwriters the number of ADSs Option Shares set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. Option Shares Notice (b) The aggregate purchase price for to be allocated, if the Firm Securities shall equal Option is exercised in part only, first to the sum Selling Stockholders pro rata among them based on the maximum number of Option Shares that may be sold by them and then to the amounts set forth opposite the name of Company), and each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”)will purchase, which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company and the Selling Stockholders herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering such percentage of the Firm Securities. The Over-Allotment Option may be exercised by the Representative Shares as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon The Company hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $54.24 per Share, the number of Firm Shares set forth opposite their respective names on Schedule I to this Agreement. (b) Subject to the terms and conditions and in reliance upon the aggregaterepresentations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased the number of Option Shares set forth in any combination of Additional ADSs and/or Additional ADS Warrants Schedule I hereto at the ADS Purchase Price and/or same purchase price set forth in Section 2(a), less an amount per share equal to any dividends or distributions declared by the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of Company and payable on the Firm SecuritiesShares but not payable on the Option Shares. The Over-Allotment Option Said option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with an exercise of the Over-Allotment OptionProspectus upon written, (a) electronic or telegraphic notice by the purchase price to be paid for the Additional ADSs is equal Representatives to the product of the ADS Purchase Price multiplied by Company setting forth the number of Additional ADSs Option Shares as to which the several Underwriters are exercising the option and the settlement date (beach, an “Option Closing Date”). Each purchase date must be at least one (1) Business Day after the purchase price written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the date of such notice. The number of Option Shares to be paid for purchased by each Underwriter shall be the Additional ADS Warrants is equal to the product same percentage of the ADS Warrant Purchase Price multiplied total number of the Option Shares to be purchased by the number several Underwriters as such Underwriter is purchasing of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company Company, Parent and the Selling Stockholder herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters are hereby granted an option (the “Over-Allotment Option”) Selling Stockholder agrees to sell to you and you agree to purchase from the CompanySelling Stockholder at the purchase price per share for the Firm Shares to be agreed upon by you, the Selling Stockholder and the Company in accordance with subsection (c) below and set forth in the aggregatePrice Determination Agreement 9,500,000 Firm Shares as set forth on Schedule I. (b) Subject to all the terms and conditions of this Agreement, the Selling Stockholder and, if applicable, Parent, grant to you the Option to purchase up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants1,425,000 Option Shares from the Selling Stockholder or Parent, which as the case may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants be, at the ADS Purchase Price and/or same price per share as you will pay for the ADS Warrant Purchase Price, respectivelyFirm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as only to all (at any time) or any part (from time to time) cover over-allotments in your sale of the Additional Securities Firm Shares and may be exercised in whole or in part at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement, upon written or telegraphic notice (the "Option Shares Notice") by the Selling Stockholder and Parent with a copy to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Selling Stockholder or Parent, as the case may be, will sell to you the number of Option Shares set forth in the Over-Allotment Option, Option Shares Notice and you will purchase such Option Shares. (ac) The initial public offering price per share for the Firm Shares and the purchase price per share for the Firm Shares to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Underwriter shall be agreed upon and (b) set forth in the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Determination Agreement.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, each Underwriter and each Underwriter agrees to purchaseUnderwriter, severally and not jointly, agrees to purchase from the Company at the Closing (as defined below)a purchase price of $[____] per share, the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs Shares set forth opposite the name of such Underwriter on Schedule I hereto, plus such additional number of Shares which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject such Underwriter may become obligated to adjustment as provided in the ADS Warrantspurchase pursuant to Sections 1(b) or 10 hereof. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject Subject to all the terms and conditions set forth hereinof this Agreement, the Company grants the Option to the several Underwriters are hereby granted an option (to purchase, severally and not jointly, the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants Option Shares at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this AgreementAgreement (or on the next business day if the 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased on the Option Closing Date. In connection with an exercise (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representative in such manner as it deems advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company and the Firm ADSs, Selling Shareholders grant the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 750,000 Option Shares from the Company and the Selling Shareholders at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Over-Allotment OptionPrice Determination Agreement), upon written or telegraphic notice (athe "Option Shares Notice") by the purchase price Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be paid purchased and the time and date for such purchase. On the Additional ADSs is equal Option Closing Date, the Company and the Selling Shareholders will issue and sell to the product of the ADS Purchase Price multiplied by Underwriters the number of Additional ADSs Option Shares set forth in the Option Shares Notice, and (b) the each Underwriter will purchase price to be paid for the Additional ADS Warrants is equal to the product such percentage of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).Option

Agreement to Sell and Purchase. (a) Upon The Company hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.962025 per Share, the number of Firm Shares set forth opposite their respective names on Schedule I to this Agreement. (b) Subject to the terms and conditions and in reliance upon the aggregaterepresentations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased the number of Option Shares set forth in any combination of Additional ADSs and/or Additional ADS Warrants Schedule I hereto at the ADS Purchase Price and/or same purchase price set forth in Section 2(a), less an amount per share equal to any dividends or distributions declared by the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of Company and payable on the Firm SecuritiesShares but not payable on the Option Shares. The Over-Allotment Option Said option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with an exercise of the Over-Allotment OptionProspectus upon written, (a) electronic or telegraphic notice by the purchase price to be paid for the Additional ADSs is equal Representatives to the product of the ADS Purchase Price multiplied by Company setting forth the number of Additional ADSs Option Shares as to which the several Underwriters are exercising the option and the settlement date (beach, an “Option Closing Date”). Each purchase date must be at least one (1) Business Day after the purchase price written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the date of such notice. The number of Option Shares to be paid for purchased by each Underwriter shall be the Additional ADS Warrants is equal to the product same percentage of the ADS Warrant Purchase Price multiplied total number of the Option Shares to be purchased by the number several Underwriters as such Underwriter is purchasing of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon On the terms basis of the representations and warranties contained in, and subject to the terms and conditions set forth hereinof, this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs to each Underwriter the Firm Debentures and (in the aggregateii) each Underwriter, the “Firm ADSs”) severally and ADS Warrants not jointly, agrees to purchase 1,219,246 ADSs (in from the aggregate, the “Firm ADS Warrants,” and, collectively with Company the Firm ADSsDebentures, on the “Initial Closing Date (as defined in Section 3) at a purchase price of 97.6% of the principal amount of the Firm Securities”Debentures set forth opposite such Underwriter's name on Schedule I hereto, plus accrued interest, if any, from the Initial Closing Date. (b) The Company hereby grants the Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, the Option Debentures at the Closing (same price per Option Debenture as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities Debentures. The Underwriters shall equal the sum not be under any obligation to purchase any of the amounts set forth opposite the name Option Debentures prior to any exercise of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)such option. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Debentures by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within date that is 30 days after the date of this Agreement. In connection with an exercise hereof (or the next business day if the 30th day is not a business day) upon notice (the "Option Debentures Notice") in writing or by telephone (confirmed in writing) by the Representatives to the Company no later than 5:00 p.m., New York City time, at least two and no more than seven business days before the date specified for closing in the Option Debentures Notice setting forth the aggregate principal amount of the Over-Allotment Option, (a) the purchase price Option Debentures to be paid for purchased and the Additional ADSs date of each such purchase (each such date, an "Option Closing Date"). The Initial Closing Date and Option Closing Dates are sometimes herein referred to respectively as the related "Closing Dates". On each Option Closing Date, the Company will issue and sell to the Underwriters the principal amount of Option Debentures set forth in the related Option Debentures Notice and, subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, each Underwriter, severally and not jointly, will purchase such percentage of the related Option Debentures as is equal to the product percentage of Firm Debentures that such Underwriter is to purchase on the ADS Purchase Price multiplied Initial Closing Date, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they may agree is advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional Debentures.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, and (ii) each Underwriter of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. -------- * Plus an option to purchase up to an additional 300,000 shares to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in the first paragraph hereof, at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate the Firm Shares to the Underwriters and (ii) each of 2,438,491 ADSs the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $13.78 for each Firm Share. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in Company grants the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 630,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the Representative in such manner as they deem advisable to avoid fractional shares. * Plus an option to purchase price up to be paid for the Additional ADS Warrants is equal an additional 630,000 shares to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)cover over-allotments.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate the Firm Shares to the Underwriters and (ii) each of 2,438,491 ADSs the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $______ for each Firm Share. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in Company grants the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II of this Agreement at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement----------------- * Plus an option to purchase up to an additional 3,000,000 shares to cover over-allotments. In connection with an exercise Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Xxxxxxx & Company, Inc. in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon The Selling Stockholder hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company Company, the Operating Partnership and the Selling Stockholder herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of $46.50 per Share, the number of Firm Shares set forth opposite their respective names on Schedule I to this Agreement. (b) Subject to the terms and conditions and in reliance upon the aggregaterepresentations and warranties herein set forth, the Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which the number of Option Shares set forth in Schedule I hereto at the same purchase price set forth in Section 2(a). Said option may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering exercised only to cover over-allotments, if any, made allotments in connection with the offering sale of the Firm SecuritiesShares by the Underwriters. The Over-Allotment Option Said option may be exercised in whole or in part at any time on or before the 30th day after the date hereof upon written or telegraphic notice by the Representative to the Selling Stockholder and the Company setting forth the number of the Option Shares as to all which the several Underwriters are exercising the option and the settlement date (each, an “Option Closing Date”). Each purchase date must be at any timeleast one business day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) or any part (from time to time) of the Additional Securities at any time within 30 days Business Days after the date of this Agreementsuch notice. In connection with an exercise The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the Over-Allotment Option, (a) total number of the purchase price Option Shares to be paid for purchased by the Additional ADSs several Underwriters as such Underwriter is equal to the product purchasing of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject conditions of this Agreement, * Plus an option to the conditions set forth herein, purchase up to an additional 300,000 shares to cover over-allotments. 2 (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholders' name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written notice (the "OPTION SHARES NOTICE") by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "OPTION CLOSING DATE"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Selling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Shareholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Shareholder Firm Shares set forth opposite that Selling Shareholder's name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $_____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Shareholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, NY Life grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any part (from time to time) of the Additional Securities in part, at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written notice (the "Option Shares Notice") by the Representatives to NY Life no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, NY Life will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) 1,500,000 shares of Common Stock to the several Underwriters, (ii) the Primary Selling Stockholders agree, severally and not jointly, to sell an aggregate of 400,000 shares of Common Stock to the several Underwriters and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Primary Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $______ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter agrees from the Company and the Primary Selling Stockholders shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and the Primary Selling Stockholders as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Company and the Over-Allotment Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth on Schedule III hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company, no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice, (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise of On the Option Closing Date, the Company and the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal Selling Stockholders will issue and sell to the product of the ADS Purchase Price multiplied by Underwriters the number of Additional ADSs and (b) Option Shares set forth in the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).Option Shares

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, and (ii) each Underwriter of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. -------- * Plus an option to purchase up to an additional 375,000 shares to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in the first paragraph hereof, at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the respective representations, warranties and agreements of the Company, Investment Adviser, and the Underwriters herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below and sell an aggregate of 2,438,491 ADSs (in each Underwriter agrees, severally and not jointly, to purchase from the aggregateCompany, the “respective number of Firm ADSs”Shares set forth opposite its name on Schedule I, all at the purchase price of $10.00 for each Firm Share. (b) Subject to all the terms and ADS Warrants to purchase 1,219,246 ADSs (in the aggregateconditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 600,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, Chicago time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing (as defined below)Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the following securities of Company will issue and sell to the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon The Investment Adviser hereby agrees to make the basis payment to the Underwriters with respect to the Firm Shares or the Option Shares, as the case may be, as required by Section 2 hereof. (d) The Investment Adviser hereby agrees to make the payment to EVEREN Securities, Inc. of the representations, warranties, covenants a fee for structuring and agreements financial advisory services of the Company herein contained, and subject to all the terms and conditions $500,000 as set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Section 2 hereof.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that * Plus an option to purchase up to an additional 450,000 shares to cover over-allotments. Underwriter’s name in Schedule I hereto, at the purchase price of $ 16.10 for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 450,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company and the Selling Shareholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company and the Selling Shareholders no later than 12:00 noon, New York City time, at least -------------------------- (*) Plus an option to purchase up to an additional _______ shares to cover over-allotments. In connection with an exercise two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell and the Selling Shareholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of Firm Shares that such Underwriter is purchasing, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the Option is exercised, the obligation of each Underwriter shall be to purchase from the Company and each of the ADS Purchase Price multiplied Selling Shareholders, on a pro rata basis, that number of Option Shares (to be adjusted by the Representations to avoid fractional shares) that represents the same proportion that the number of Additional ADSs Option Shares granted by the Company and (b) the purchase price to be paid for the Additional ADS Warrants is equal each Selling Shareholder bears to the product total number of the ADS Warrant Purchase Price multiplied Option Shares granted by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Company and all Selling Shareholders.

Agreement to Sell and Purchase. (a) Upon The Company hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in Schedule III to this Agreement, the aggregatenumber of Firm Shares set forth opposite their respective names on Schedule I to this Agreement. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which the number of Option Shares set forth in Schedule I hereto at the purchase price set forth in Schedule III to this Agreement on such Option Shares to the date of purchase. Said option may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering exercised only to cover over-allotments, if any, made allotments in connection with the offering sale of the Firm SecuritiesShares by the Underwriters. The Over-Allotment Option Said option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with an exercise of the Over-Allotment OptionProspectus upon written, (a) electronic or telegraphic notice by the purchase price to be paid for the Additional ADSs is equal Representatives to the product of the ADS Purchase Price multiplied by Company setting forth the number of Additional ADSs Option Shares as to which the several Underwriters are exercising the option and the settlement date (beach, an “Option Closing Date”). Each purchase date must be at least two (2) Business Days after the purchase price written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the date of such notice. The number of Option Shares to be paid for purchased by each Underwriter shall be the Additional ADS Warrants is equal to the product same percentage of the ADS Warrant Purchase Price multiplied total number of the Option Shares to be purchased by the number several Underwriters as such Underwriter is purchasing of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholder's name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling ---------- * Plus an option to purchase up to an additional 600,000 shares to cover over-allotments. Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Selling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the TEPPCO Entities herein contained and subject to all the terms and subject conditions of this Agreement, the Partnership agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Partnership, at the purchase price per Common Unit for the Units to be agreed upon by the Underwriters and the Partnership in accordance with Section 1(c) hereof and set forth in the Price Determination Agreement, the number of Firm Units set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in Partnership grants the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 555,000 Option Units from the Partnership at the same price per Common Unit as the Underwriters shall pay for the Firm Units. The Option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Price Determination Agreement, upon written or telegraphic notice (the "Option Units Notice") by the Underwriters to the Partnership no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Units Notice (the "Option Closing (as defined below)Date") setting forth the aggregate number of Option Units to be purchased and the time and date for such purchase. On the Option Closing Date, the following securities of Partnership will issue and sell to the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase Underwriters the number of ADSs Option Units set forth opposite in the name Option Units Notice, and each Underwriter will purchase the percentage of the Option Units as is equal to the percentage of Firm Units that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Underwriters in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional Common Units. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely public offering price per Common Unit for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Units and the purchase price per Common Unit for the Firm Units to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs several Underwriters shall be agreed upon and (b) set forth in the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Determination Agreement.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) ADSs to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $5.15 for each Underwriter agrees Firm ADS, net of underwriting discounts and commissions. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 728,155 Option ADSs at the Closing (same price per ADS as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)ADSs. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm ADSs by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this AgreementAgreement upon written notice (an “Option ADSs Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option ADSs Notice (an “Option Closing Date”), setting forth the aggregate number of Option ADSs to be purchased and the time and date for such purchase. In connection with On an exercise Option Closing Date, the Company will issue and sell to the Underwriters, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional Option ADSs as is equal to the product percentage of the ADS Purchase Price multiplied Firm ADSs that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representative in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholder herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs the Company Firm Shares to the several Underwriters, (in ii) the aggregate, Selling Stockholder agrees to sell the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Selling Stockholder Shares to the several Underwriters, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder the aggregate number of Firm Shares set forth opposite the respective Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The percentage of Firm Shares each Underwriter agrees shall purchase from the Company and the Selling Stockholder shall equal, as nearly as is practicable, the percentage that such Underwriter is purchasing of all Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to ________ Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company and the Selling Securityholder herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, (i) the Underwriters are hereby granted an option Selling Securityholder agrees to sell the Firm ADSs to the Underwriter, and (ii) the “Over-Allotment Option”) Underwriter agrees to purchase from the CompanySelling Securityholder the Firm ADSs, in at the aggregatepurchase price of $5.17 for each Firm ADS, net of underwriting discounts and commissions. (b) On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriter to purchase up to 292,618 Additional 379,494 Option ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the same price per ADS Purchase Price and/or as the ADS Warrant Purchase Price, respectivelyUnderwriter shall pay for the Firm ADSs. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm ADSs by the Representative as to all (Underwriter and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this Agreement. In connection with Agreement upon written notice (an exercise “Option ADSs Notice”) by the Underwriter to the Company no later than 12:00 noon, New York City time, at least three and no more than five business days before the date specified for closing in the Option ADSs Notice (an “Option Closing Date”), setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option ADSs to be paid purchased and the time and date for such purchase. On an Option Closing Date, the Additional ADSs is equal Company will issue and sell to the product of Underwriter, and the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the Underwriter will purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)such Option ADSs.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Partnership herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company Partnership agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Partnership, at the purchase price per Firm Unit to be agreed upon by PaineWebber on behalf of the Representatives and the Partnership in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Firm Units (subject to such adjustments to eliminate fractional units as PaineWebber on behalf of the Representatives may determine) which bears the same proportion to the total number of Firm Units to be sold by the Partnership as the number of Firm Units set forth opposite the name of such Underwriter agrees in Schedule 1 bears to the total number of Firm Units, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule 1 may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Partnership grants the Option to the Underwriters to purchase, severally and not jointly, up to Option Units from the Partnership at the Closing same price per Option Unit as the Underwriters shall pay for each of the Firm Units. The Option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 30th day after the date of this Agreement (or, if the Partnership has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities "Option Units Notice") by PaineWebber on behalf of the Company: Representatives to the Partnership no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Units Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Units to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Partnership will sell to purchase the Underwriters the number of ADSs Option Units set forth opposite in the name Option Units Notice, and each Underwriter will purchase such percentage of the Option Units as is equal to the percentage of Firm Units that such Underwriter is purchasing, as adjusted by PaineWebber on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum behalf of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant Representatives in such manner as it deems advisable to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional units. (c) Upon the basis of the representations, warranties, covenants The initial public offering price per Firm Unit and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price per Firm Unit to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Partnership has elected to rely on Rule 430A. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of Additional ADSs business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect. (d) If the Partnership has elected not to rely on Rule 430A, the initial public offering price per Firm Unit and (b) the purchase price per Firm Unit to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per unit price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholder’s name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $13.23 for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. * Plus an option to purchase up to an additional 660,000 shares to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company and the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell and the Selling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of Firm Shares that such Underwriter is purchasing, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. All sales by the Company and the Selling Stockholders of the ADS Purchase Price multiplied by Option Shares will be made pro rata based on the number of Additional ADSs and (b) the purchase price Option Shares set forth next to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)their names on Schedule II hereto.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholder’s name on Schedule I hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule II hereto (as adjusted by the 1 Plus an option to purchase up to an additional 624,853 shares to cover over-allotments. Representatives in such manner as they deem advisable to avoid fractional shares), at the purchase price of $8.022 for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written (including fax or email) notice in accordance with Section 12 below (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters are hereby granted an option (Company agrees to sell to the “Over-Allotment Option”) Representative for the account of the Underwriters, and the Representative agrees to purchase from the CompanyCompany on behalf of the Underwriters, in at a purchase price of $25 per Share, the aggregatetotal number of Firm Shares set forth above, up plus such additional number of Firm Shares which the Underwriters may become obligated to 292,618 Additional ADSs purchase pursuant to Section 9 hereof. (b) Subject to all the terms and 146,309 Additional ADS Warrantsconditions of this Agreement, which may be purchased in any combination the Company grants the Option to the Representative to purchase on behalf of Additional ADSs and/or Additional ADS Warrants the Underwriters, the Option Shares at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyRepresentative on behalf of the Underwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover-allotments in the sale of the Firm Shares by the Representative as to all (on behalf of the Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to timetime on or before the thirtieth (30th) of the Additional Securities at any time within 30 days day after the date of this AgreementAgreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice by the Representative to the Company (the “Option Shares Notice”), in writing or by telephone (confirmed in writing), no later than 5:00 p.m., New York City Time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Representative on behalf of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by Underwriters the number of Additional ADSs Option Shares set forth in the Option Shares Notice, and (b) the Representative will purchase price to be paid for the Additional ADS Warrants is equal to the product on behalf of the ADS Warrant Purchase Price multiplied by the Underwriters such number of Additional ADS Warrants (Option Shares as is set forth in the aggregate purchase price to be paid at an Additional Closing (Option Shares Notice, and will allocate the Option Shares purchased among the Underwriters in such manner as defined below)the Representative, the “Additional Closing Purchase Price”)in its sole discretion, deems necessary and advisable.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters are hereby granted an option (the “Over-Allotment Option”) 2 Company agrees to sell to GKM and GKM agrees to purchase from the Company, Company the Firm Shares at the purchase price per share to be agreed upon by the Company and GKM in accordance with Section 1(c) hereof and as set forth in the aggregatePrice Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to GKM to purchase up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants 100,000 Option Shares from the Company at the ADS Purchase Price and/or same price per share as GKM shall pay for the ADS Warrant Purchase Price, respectivelyFirm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by only to cover over-allotments in the Representative as to all (at any time) or any part (from time to time) sale of the Additional Securities Firm Shares by GKM and may be exercised in whole or in part at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the "Option Shares Notice") by GKM to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company shall issue and sell to GKM and GKM shall purchase from the Company the number of Option Shares set forth in the Option Shares Notice. (c) The public offering price per share at which the Firm Shares are initially offered and the purchase price per share for the Firm Shares to be paid by GKM shall be agreed upon and set forth in the Price Determination Agreement. In connection with an exercise of the Over-Allotment Option, (a) event such price has not been agreed upon and the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied Determination Agreement has not been executed by the number close of Additional ADSs and (b) business on the purchase price fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined belowany other party except that Sections 4(i), the “Additional Closing Purchase Price”)4(j) and 6 shall remain in effect.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter named below, and each Underwriter agrees agrees, severally and not jointly, to purchase from the Company, the principal amount of the Firm Securities set forth opposite the name of such Underwriter in Schedule I, plus such additional principal amount of Firm Securities which such Underwriter may become obligated to purchase pursuant to Section 8 hereof, all at the purchase price [plus accrued interest, if any, from _________, 19__, to the Closing Date (as hereinafter defined)], to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) and set forth in the Price Determination Agreement. Schedule I may be attached to the U.S. Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to ____ Option Securities from the Company at the Closing same price per Security as the Underwriters shall pay for the Firm Securities. The Option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Securities Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Securities Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Securities to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Securities set forth opposite in the name Option Securities Notice, and each Underwriter will purchase such percentage of the Option Securities as is equal to the percentage of Firm Securities that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrantsavoid fractional shares. (bc) The aggregate purchase price for the Firm Securities to be paid by the several Underwriters shall equal the sum of the amounts be agreed upon and set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Determination Agreement. In connection with an exercise of the Over-Allotment Option, (a) event such price has not been agreed upon and the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied Determination Agreement has not been executed by the number close of Additional ADSs and (b) business on the purchase price fourteenth business day following the date on which the Registration Statement becomes effective, this Agreement shall terminate forthwith, without liability of any party to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)any other party except that Section 6 shall remain in effect.

Agreement to Sell and Purchase. (a) Upon The REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained and upon the terms and subject to the conditions herein set forth, agrees, severally and not jointly, to purchase from the REIT, the respective number of Firm Shares set forth hereinin Schedule I hereto opposite its name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $24.2125 a share (the "PURCHASE PRICE"). In addition, the Company REIT hereby agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees the Underwriters, upon the basis of the representations and warranties herein contained and upon the terms and subject to the conditions herein set forth, shall have a one-time right to purchase, severally and not jointly, from the REIT any or all of the Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the REIT in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below), ) but not earlier than the following securities of Closing Date nor later than ten business days after the Company: (i) The number of Firm ADSs set forth opposite the name date of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment notice. Additional Shares may be purchased as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased Section 4 hereof solely for the purpose of covering over-allotments, if any, allotments made in connection with the offering of the Firm SecuritiesShares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Notwithstanding the foregoing, because the record date for the first dividend on the Shares is July 3, 2003, the Underwriters have agreed that to the extent they elect to exercise the option to purchase the Additional Shares, they will do so such that the delivery date for the Additional Shares exercised occurs on or before July 2, 2003. The Over-Allotment Option may be exercised by REIT hereby agrees that, without the prior written consent of the Representative as to all (at any time) or any part (from time to time) on behalf of the Additional Securities at any time within Underwriters, it will not, during the period commencing on the date hereof and ending 30 days after the date of this Agreement. In connection with an exercise the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of 6 1/2% Series L Cumulative Redeemable Preferred Stock (the "SERIES L PREFERRED STOCK"), or any securities convertible into or exercisable or exchangeable for Series L Preferred Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Over-Allotment Optioneconomic consequences of ownership of shares of Series L Preferred Stock, whether any such transaction described in clause (ai) the purchase price or (ii) above is to be paid for settled by delivery of Series L Preferred Stock, in cash or otherwise. The restrictions described in the Additional ADSs is equal foregoing sentence shall not apply to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price Shares to be paid for sold hereunder or the Additional ADS Warrants is equal to Common Stock or prevent the product REIT from redeeming or repurchasing any of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below)its securities, the “Additional Closing Purchase Price”)including without limitation, its Series A Preferred Stock.

Agreement to Sell and Purchase. (a) Upon The Company hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Share, the number of Firm Shares set forth opposite such Underwriter’s names on Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the aggregaterepresentations, warranties, covenants and agreements herein set forth, the Company hereby grants an option to the several Underwriters to purchase at their election, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination the number of Additional ADSs and/or Additional ADS Warrants Option Shares set forth opposite such Underwriters’ names on Schedule I hereto at the ADS Purchase Price and/or the ADS Warrant Purchase Pricesame purchase price set forth in Section 2(a), respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotmentsplus accumulated dividends, if any, made on such Option Shares to the date of purchase. Said option may be exercised only to cover over-allotments in connection with the offering sale of the Firm SecuritiesShares by the Underwriters. The Over-Allotment Option Said option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Prospectus upon written or telegraphic notice by the purchase price to be paid for the Additional ADSs is equal Representative to the product of the ADS Purchase Price multiplied by Company setting forth the number of Additional ADSs the Option Shares as to which the several Underwriters are exercising the option and the settlement date (beach, an “Option Closing Date”). Each purchase date must be at least two business days after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the purchase price date of such notice. The number of Option Shares to be paid for purchased by each Underwriter shall be the Additional ADS Warrants is equal to the product same percentage of the ADS Warrant Purchase Price multiplied total number of the Option Shares to be purchased by the number several Underwriters as such Underwriter is purchasing of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company The Partnership hereby agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Partnership the respective numbers of Firm Units set forth in Schedule I hereto opposite its name at $24.00 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Partnership agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly, up to 543,478 Additional Units at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectivelyprovided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per Unit equal to any distributions declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Additional Securities Underwriters may be purchased solely for the purpose of covering over-allotments, if any, made exercise this right in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) whole or any part (from time to time) of the Additional Securities at any time within in part by giving written notice not later than 30 days after the date of this Agreement. In connection with an Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Additional Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Firm Units nor later than ten business days after the date of such notice. Additional Units may be purchased as provided in Section 5 hereof. On each Option Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The Partnership hereby agrees that, without the prior written consent of the Over-Allotment OptionUnderwriters, it will not, during the period ending 60 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units or any other securities convertible into or exercisable or exchangeable for Common Units, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the purchase price Units to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and sold hereunder, (b) the purchase price to be paid for grant by the Additional ADS Warrants Partnership or the General Partner of compensatory awards of Common Units or awards the value of which is equal based, in whole or in part, on the value of Common Units pursuant to the product LTIP (“LTIP Awards”), (c) the vesting, exercise or settlement of LTIP Awards, which may include the ADS Warrant Purchase Price multiplied issuance of Common Units, (d) the net settlement of LTIP Awards, including net withholding to satisfy applicable tax withholding obligations and the net exercise of unit options, unit appreciation rights or similar LTIP Awards, (e) the filing by the number Partnership of Additional ADS Warrants a registration statement on Form S-8 to register the offer and sale of Common Units pursuant to the LTIP or (f) the aggregate purchase price issuance of Common Units upon the exercise of a warrant or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus. The Partnership consents to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)entry of stop transfer instructions with the Partnership’s transfer agent and registrar against the transfer of any Common Units held by the Partnership except in compliance with the foregoing restrictions.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, __________________________________ (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholders' name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, certain of the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, at up to the Closing (as defined below), the following securities of the Company: (i) The maximum number of Firm ADSs Option Shares set forth opposite the name names of such Underwriter on Selling Stockholders in Schedule I hereto; and (ii) Firm ADS Warrants to purchase II hereto at the number of ADSs set forth opposite same price per share as the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written notice (the "OPTION SHARES NOTICE") by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "OPTION CLOSING DATE"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Selling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (aA) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Firm Shares set forth opposite that Selling Stockholders' name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (B) Subject to all the terms and conditions of this Agreement, the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company and certain of the Over-Allotment OptionSelling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, (a) and each Underwriter will purchase such percentage of the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company (i) each Selling Stockholder, severally and not jointly, agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters the respective number of Firm Shares set forth opposite that Selling Stockholder’s name on Schedule II hereto and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $6.38 for each Underwriter agrees Share. (b) Subject to all the terms and conditions of this Agreement, certain of the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement upon written or telegraphic notice (an “Option Shares Notice”) by the Representative to the Company and such Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (an “Option Closing (as defined belowDate”), setting forth the following securities of the Company: (i) The aggregate number of Firm ADSs Option Shares to be purchased and the time and date for such purchase. On an Option Closing Date, each of such Selling Stockholders will sell to the Underwriters the number of Option Shares determined by multiplying the number of Option Shares set forth in the applicable Option Shares Notice by a 1 Plus an option to purchase up to an additional 325,500 shares to cover over-allotments. fraction, the numerator of which is the maximum number of Option Shares set forth opposite the name of such Underwriter on Selling Stockholder in Schedule I hereto; and (ii) Firm ADS Warrants to purchase II hereto and the denominator of which is the maximum number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum Option Shares that all of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant Selling Stockholders are obligated to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”)sell hereunder, which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised adjusted by the Representative in such manner as they deem advisable to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $2.625 for each Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriter agrees to purchase, severally and not jointly, up to 810,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the Representative in such manner as it deems advisable to avoid fractional shares. * Plus an option to purchase price up to be paid for the Additional ADS Warrants is equal an additional 810,000 shares to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)cover over-allotments.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Trust and the Company herein contained and subject to all the terms and subject conditions of this Agreement, the Trust agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the conditions Trust, at a purchase price of $25.00 per Preferred Security plus accrued and unpaid distributions, if any, on the Firm Securities as of the Closing Date (as defined below), the number of Firm Securities set forth hereinopposite the name of such Underwriter in Schedule I, plus such additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in Trust grants the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to [ ] Option Securities from the Trust at the same purchase price per Preferred Security as the Underwriters shall pay for the Firm Securities plus any accrued and unpaid distributions on the Option Securities as of the Option Closing Date (as defined below). The Option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date hereof, upon written or telegraphic notice (the "Option Securities Notice") by the Representative to the Trust and the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Securities Notice (the "Option Closing Date") setting forth the aggregate number of Option Securities to be purchased and the time and date for such purchase. On the Option Closing Date, the following securities of Trust will issue and sell to the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase Underwriters the number of ADSs Option Securities set forth opposite in the name Option Securities Notice, and each Underwriter will purchase such percentage of the Option Securities as is equal to the percentage of Firm Securities that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representative in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional Preferred Securities. (c) Upon As compensation to the basis Underwriters for their commitment hereunder, and in view of the representations, warranties, covenants and agreements fact that the proceeds of the Company herein contained, and subject to all sale of the terms and conditions set forth herein, Preferred Securities will be used by the Underwriters are hereby granted an option (the “Over-Allotment Option”) Trust to purchase from the Debentures of the Company, in the aggregate, up Company hereby agrees to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants pay at the ADS Purchase Price and/or Closing Date and the ADS Warrant Purchase PriceOption Closing Date, respectively. The Additional Securities may be purchased solely if applicable, for the purpose of covering over-allotments, if any, made in connection with the offering account of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with several Underwriters, an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is amount equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)$25.00 per Preferred Security.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to conditions of this Underwriting Agreement (the conditions set forth herein“Agreement”), the Company (i) each Selling Stockholder, severally and not jointly, agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters the respective number of Firm Shares set forth opposite that Selling Stockholder’s name on Schedule II hereto and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $22.80 for each Underwriter agrees Share. (b) Subject to all the terms and conditions of this Agreement, the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the same price per Share as the Underwriters shall pay for the Firm Shares. The Option may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement upon written or telegraphic notice (an “Option Shares Notice”) by the Representative to the Company and such Selling Stockholders no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Shares Notice (an “Option Closing (as defined belowDate”), setting forth the following securities of the Company: (i) The aggregate number of Firm ADSs Option Shares to be purchased and the time and date for such purchase. On an Option Closing Date, each of such Selling Stockholders will sell to the Underwriters the number of Option Shares determined by multiplying the number of Option Shares set forth in the applicable Option Shares Notice by a fraction, the numerator of which is the maximum number of Option Shares set forth opposite the name of such Underwriter on Selling Stockholder in Schedule I hereto; and (ii) Firm ADS Warrants II hereto and the denominator of which is the maximum number of Option Shares that all of the Selling Stockholders are obligated to sell hereunder, as adjusted by the Representative in such manner as they deem advisable to avoid fractional Shares. * Plus an option to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering an additional 187,500 shares to cover over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $10.63 for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 450,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option * Plus an exercise option to purchase up to an additional 450,000 shares to cover over-allotments. Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the parties herein contained and subject to all of the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs Firm Shares (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS related Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (and related Warrants) set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $10.23 for each Underwriter agrees Firm Share (reflecting a 7% discount of the per Share Offering price of $11.00), subject to adjustments in accordance with Section 8 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement upon written or facsimile notice (the "Option Shares Notice") by the Representative to the Company no later than 12:00 noon, time, at least two and no more than five business days before the date specified for the closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option Shares to be paid purchased and the time and date for such purchase. The number of Option Shares to be purchased by each Underwriter shall be in the Additional ADSs is equal same proportion to the product total number of the ADS Purchase Price multiplied Option Shares being purchased by such Underwriter as the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal Firm Shares being purchased by such Underwriter bears to the product total number of the ADS Warrant Purchase Price multiplied Firm Shares, adjusted by the number of Additional ADS Warrants (the aggregate purchase price Underwriters in such manner as to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters are hereby granted an option (Company agrees to sell to the “Over-Allotment Option”) Underwriter, and the Underwriter agrees to purchase from the Company, Company at the purchase price per share for the Firm Shares to be agreed upon by the Underwriter and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the aggregatePrice Determination Agreement, the number of Firm Shares set forth opposite the name of the Underwriter in Schedule I. If the Company elects to rely on Rule 430A of the Rules and Regulations (as hereinafter defined), Schedule I may be attached to the Price Determination Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriter to purchase up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants 1,035,000 Option Shares from the Company at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriter will pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriter and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Over-Allotment OptionPrice Determination Agreement), upon written or telegraphic notice (athe “Option Shares Notice”) by the Underwriter to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriter the number of Option Shares set forth in the Option Shares Notice and the Underwriter will purchase such Option Shares. (c) If the Company has elected not to rely on Rule 430A of the Rules and Regulations, the purchase price per share for the Firm Shares to be paid for by the Additional ADSs is equal Underwriter shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated as of the date hereof, and an amendment to the product Registration Statement (as hereinafter defined) containing such per share price information shall be filed before the Registration Statement becomes effective. (d) If the Company has elected to rely on Rule 430A of the ADS Purchase Price multiplied by the number of Additional ADSs Rules and (b) Regulations, the purchase price per share for the Firm Shares to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (Underwriter shall be agreed upon and set forth in the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Price Determination Agreement.

Agreement to Sell and Purchase. (a) Upon The Company hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Share, the number of Firm Shares set forth opposite their respective names on Schedule I to this Agreement. (b) Subject to the terms and conditions and in reliance upon the aggregaterepresentations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased the number of Option Shares set forth in any combination of Additional ADSs and/or Additional ADS Warrants Schedule I hereto at the ADS Purchase Price and/or the ADS Warrant Purchase Pricesame purchase price set forth in Section 2(a), respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotmentsplus accumulated dividends, if any, made on such Option Shares to the date of purchase. Said option may be exercised only to cover over-allotments in connection with the offering sale of the Firm SecuritiesShares by the Underwriters. The Over-Allotment Option Said option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Prospectus upon written or telegraphic notice by the purchase price to be paid for the Additional ADSs is equal Representatives to the product of the ADS Purchase Price multiplied by Company setting forth the number of Additional ADSs the Option Shares as to which the several Underwriters are exercising the option and the settlement date (beach, an “Option Closing Date”). Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the purchase price date of such notice. The number of Option Shares to be paid for purchased by each Underwriter shall be the Additional ADS Warrants is equal to the product same percentage of the ADS Warrant Purchase Price multiplied total number of the Option Shares to be purchased by the number several Underwriters as such Underwriter is purchasing of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company Selling Stockholders herein contained, contained and subject to all the terms and conditions of this Agreement, (i) each Selling Stockholder agrees to issue and sell to the Underwriter the number of Firm Shares set forth herein, opposite such Selling Stockholder’s name in Schedule II hereto and (ii) the Underwriters are hereby granted an option (the “Over-Allotment Option”) Underwriter agrees to purchase from the CompanySelling Stockholders the Firm Shares set forth opposite such Selling Stockholder’s name in Schedule II hereto, in at the aggregatepurchase price of $ for each Firm Share. (b) Subject to all the terms and conditions of this Agreement, each Selling Stockholder grants the Option to the Underwriter to purchase up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased the maximum number of Option Shares set forth opposite such Selling Stockholder’s name in any combination of Additional ADSs and/or Additional ADS Warrants Schedule II hereto at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriter shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative Underwriter and may be exercised in whole or * Plus an option to purchase up to an additional 637,500 shares to cover over-allotments. in part, and in such amount as to all (at any time) or any part (from time to time) of the Additional Securities set forth on Schedule II hereto, at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement upon written notice (the “Option Shares Notice”) by the Underwriter to the Company and the Selling Stockholders no later than 12:00 noon, Pacific time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option Shares to be paid purchased and the time and date for such purchase. On the Additional ADSs is equal Option Closing Date, each Selling Stockholder will sell to the product of the ADS Purchase Price multiplied by Underwriter the number of Additional ADSs and Option Shares set forth in the Option Shares Notice with respect to each Selling Stockholder (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product but not a number of the ADS Warrant Purchase Price multiplied by Option Shares in excess of the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined belowOption Shares set forth opposite such Selling Stockholder’s name in Schedule II hereto), as the “Additional Closing Purchase Price”)case may be, and the Underwriter will purchase such number of Option Shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants warranties and agreements of the Company and the Selling Shareholders herein contained, contained and subject to all the terms and conditions of this Agreement, (i) each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriter the respective number of Firm Shares set forth herein, opposite that Selling Shareholder’s name on Schedule II hereto and (ii) the Underwriters are hereby granted an option (the “Over-Allotment Option”) Underwriter agrees to purchase from the CompanySelling Shareholders the number of Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto, in at the aggregatepurchase price of $5.90 for each Share. (b) Subject to all the terms and conditions of this Agreement, the Selling Shareholders grant the Option to the Underwriter to purchase up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased the maximum number of Option Shares set forth in any combination of Additional ADSs and/or Additional ADS Warrants Schedule II hereto at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriter shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriter and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with Agreement upon written or telegraphic notice (an exercise “Option Shares Notice”) by the Underwriter to the Company and such Selling Shareholders no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Shares Notice (an “Option Closing Date”), setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option Shares to be paid purchased and the time and date for the Additional ADSs is equal such purchase. On an Option Closing Date, each of such Selling Shareholders will sell to the product of the ADS Purchase Price multiplied by Underwriter the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied Option Shares determined by multiplying the number of Additional ADS Warrants (Option Shares set forth in the aggregate purchase price to be paid at an Additional Closing (as defined below)applicable Option Shares Notice by a fraction, the “Additional Closing Purchase Price”)numerator of which is the maximum number of Option Shares set forth opposite the name of such Selling Shareholder in Schedule II hereto and the denominator of which is the maximum number of Option Shares that all of the Selling Shareholders are obligated to sell hereunder, as adjusted by the Underwriter in such manner as it deems advisable to avoid fractional shares. 1 Plus an option to purchase up to an additional 327,494 shares to cover over-allotments.

Agreement to Sell and Purchase. (a) Upon a. On the basis of the representations, warranties and agreements herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, and each Underwriter of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of [$__] for each Firm Share. ----------------- *Plus an option to purchase up to an additional 150,000 shares to cover over allotments. b. Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company, no later than 12:00 noon, New York City time, at least two and no more than three business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, and (ii) each Underwriter of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $5.115 for each Firm Share. (b) Subject to all the terms and conditions of this Agreement, each of the Selling Stockholders grants the Option to the several Underwriters to purchase, severally and not jointly, at up to the Closing (as defined below), the following securities of the Company: (i) The maximum number of Firm ADSs Option Shares set forth opposite the that Selling Stockholder’s name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase II hereto at the number of ADSs set forth opposite same price per share as the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 noon, New York City time, at least * Plus an option to purchase up to an additional 919,667 shares to cover over-allotments. In connection with an exercise two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Selling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate the Firm Shares to the Underwriters and (ii) each of 2,438,491 ADSs the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $2.25 for each Firm Share. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in Company grants the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any part (from time to time) of the Additional Securities in part, at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 noon, New York City time, at least three and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option * Plus an option to purchase up to an additional 600,000 shares to cover over-allotments. In connection Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice with an exercise respect to the Company and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Xxxxxxx in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Stockholder Shares set forth opposite that Selling Stockholder's name on Schedule B hereto and (iii) each of the Underwriters, severally and not jointly, ------------------------ * Plus an option to purchase up to an additional 459,975 shares to cover over-allotments. 281522 1. doc agrees to purchase from the Company and from the Selling Stockholders the aggregate number of Firm Shares set forth opposite that Underwriter's name in Schedule A hereto, at the purchase price of $ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Stockholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Stockholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule A hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon On the basis of the representations, warranties, covenants and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters are hereby granted an option (Company agrees to sell to the “Over-Allotment Option”) Representative for the account of the Underwriters, and the Representative agrees to purchase from the CompanyCompany on behalf of the Underwriters, in at a purchase price of $24.2125 per Share, the aggregatetotal number of Firm Shares set forth above, up plus such additional number of Firm Shares which the Underwriters may become obligated to 292,618 Additional ADSs purchase pursuant to Section 9 hereof. (b) Subject to all the terms and 146,309 Additional ADS Warrantsconditions of this Agreement, which may be purchased in any combination the Company grants the Option to the Representative to purchase on behalf of Additional ADSs and/or Additional ADS Warrants the Underwriters, the Option Shares at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyRepresentative on behalf of the Underwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (on behalf of the Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to timetime on or before the thirtieth (30th) of the Additional Securities at any time within 30 days day after the date of this AgreementAgreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice by the Representative to the Company (the “Option Shares Notice”), in writing or by telephone (confirmed in writing), no later than 5:00 p.m., New York City Time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Representative on behalf of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by Underwriters the number of Additional ADSs Option Shares set forth in the Option Shares Notice, and (b) the Representative will purchase price to be paid for the Additional ADS Warrants is equal to the product on behalf of the ADS Warrant Purchase Price multiplied by the Underwriters such number of Additional ADS Warrants (Option Shares as is set forth in the aggregate purchase price to be paid at an Additional Closing (Option Shares Notice, and will allocate the Option Shares purchased among the Underwriters in such manner as defined below)the Representative, the “Additional Closing Purchase Price”)in its sole discretion, deems necessary and advisable.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $7.7385 for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 390,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representative in such manner as it deems advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $6.09375 for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 692,307 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by for the Representative as to all (at any time) or any part (from time to time) sole purpose of covering sales of shares in excess of the Additional Securities number of Firm Shares and may be exercised in whole or in part at any time within 30 days on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (an “Option Shares Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (an “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with On an exercise Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the applicable Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the Representative in such manner as it deems advisable to avoid fractional shares. * Plus an option to purchase price up to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)additional 692,307 shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate the Firm Shares to the Underwriters and (ii) each of 2,438,491 ADSs the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $______ for each Firm Share. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in Company grants the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option ---------- * Plus an option to purchase up to an additional 450,000 shares to cover over-allotments. In connection with an exercise Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the parties herein contained and subject to all of the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) 1,000,000 shares of Common Stock to the several Underwriters, and (ii) each Underwriter agrees of the Underwriters, severally and not jointly, agree to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $_________ for each Firm Share, subject to adjustments in accordance with Section 8 hereof. (b) The Underwriters propose to make a public offering of their respective portions of the Shares as soon after the registration statement on Form S-1 (File No. 333-64225), as amended, has become effective as in the Representative's judgment is advisable. -------- (c) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement upon written or facsimile notice (the "Option Shares Notice") by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for the closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option Shares to be paid purchased and the time and date for such purchase. The number of Option Shares to be purchased by each Underwriter shall be in the Additional ADSs is equal same proportion to the product total number of the ADS Purchase Price multiplied by Option Shares being purchased as the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal Firm Shares being purchased by such Underwriter bears to the product of the ADS Warrant Purchase Price multiplied by the total number of Additional ADS Warrants (the aggregate purchase price Firm Shares, adjusted by you in such manner as to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Company Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, (ii) each Selling Shareholder, severally and not jointly, agrees to sell to the several Underwriters the respective number of Selling Shareholder Firm Shares set forth opposite that Selling Shareholder's name on Schedule II hereto and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. The number of Firm Shares to be purchased by each Underwriter from the Company and each Selling Shareholder shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by the Company and each Selling Shareholder as the number of Firm Shares being purchased by each Underwriter agrees bears to the total number of Firm Shares to be sold hereunder. (b) Subject to all the representations, warranties, terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Company Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, Eastern Standard Time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements herein contained of the Company and the Material Subsidiaries and, subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (in each Underwriter, severally and not jointly, agrees to purchase from the aggregateCompany, at price equal to $____ per share, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, HOU03A:432629.7 plus such additional number of Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 900,000 Option Shares from the Company at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) time or any part (from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this Agreement, upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least three and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On each Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in corresponding Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares as such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to ____ Option Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A (as defined in Section 3(a) below), on or before the following securities 30th day after the date of the Company: Price Determination Agreement), upon written or telegraphic notice (ithe "Option Shares Notice") The by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon The initial public offering price per share for the basis of Firm Shares and the representations, warranties, covenants purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and agreements of set forth in the Price Determination Agreement. If the Company herein contained, and subject has elected to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Companyrely on Rule 430A, in the aggregateevent such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, up this Agreement shall terminate forthwith, without liability of any party to 292,618 Additional ADSs and 146,309 Additional ADS Warrantsany other party except that Section 6 shall remain in effect. (d) If the Company has elected not to rely on Rule 430A, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely initial public offering price per share for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Shares and the purchase price per share for the Firm Shares to be paid for by the Additional ADSs is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per share price information shall be filed before the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).Registration Statement becomes effective

Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the The Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriterseach Underwriter, and each Underwriter agrees to purchaseUnderwriter, severally and not jointly, agrees to purchase from the Company at the Closing (as defined below)purchase price per share for the Firm Shares to be agreed upon by the Underwriters and the Company and set forth in the Price Determination Agreement, the following securities of the Company: (i) The number of Firm ADSs Shares set forth opposite the name of such Underwriter on in Schedule I hereto; and (ii) 1 thereto, plus such additional number of Firm ADS Warrants Shares such Underwriter may become obligated to purchase pursuant to Section 10 hereof. The obligations of the number Underwriters under this Agreement are several and not joint. The obligations of ADSs set forth opposite the name Company and the Underwriters under this Agreement are undertaken on the basis of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, the representations and are subject to adjustment as provided in the ADS Warrantsconditions of this Agreement. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject Subject to all the terms and conditions set forth hereinin this Agreement, the Underwriters are hereby granted an option (Company grants the “Over-Allotment Option”) Option to the Underwriters, severally and not jointly, to purchase up to [ ] ---------------- Option Shares from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants Company at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) several Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once), upon written or telegraphic notice (the "Option Share Notice") by the Underwriters to the Company on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase (the "Option Closing Date"), which Option Closing Date may be the same as the Closing Date (as defined in Section 2) but in no event shall the Option Closing Date be earlier than the Closing Date nor later than five business days after the giving of the Over-Allotment OptionOption Shares Notice. On the Option Closing Date, (a) the Company shall issue and sell to the several Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter shall purchase price to be paid for such percentage of the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs Underwriters in such manner as they deem advisable to avoid fractional shares. (c) The initial public offering price per share for the Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (several Underwriters shall be agreed upon and set forth in the aggregate purchase price to Price Determination Agreement, which shall be paid at an Additional Closing (as defined below), dated the “Additional Closing Purchase Price”)date hereof.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters and (ii) each of the Underwriters, severally and each not jointly, agrees to purchase from the Company at a purchase price of .% of the principal amount of the Firm Notes, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter agrees in Schedule I, plus such additional number of Firm Notes which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to $11,250,000 aggregate principal amount of Option Notes, at the Closing (same price per Option Note as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Notes. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over allotments in the sale of the Firm Notes by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement (or the next business day if the 30th day is not a business day), upon notice (the "Option Notice") in writing or by telephone (confirmed in writing) by the Representatives to the Company no later than 5:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Notice (the "Option Closing Date") setting forth the aggregate principal amount of Option Notes to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will sell to the Underwriters the aggregate principal amount of Option Notes set forth in the Option Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Notes as is equal to the product percentage of the ADS Purchase Price multiplied Firm Notes that such Underwriter is purchasing, as adjusted by the number Representatives in such manner as they deem advisable to avoid fractional Notes. Upon original issuance thereof, and until such time as the same is no longer required under the requirements of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants The Depository Trust Company (the aggregate purchase price to be paid at an Additional Closing (as defined below"Depository"), the “Additional Closing Purchase Price”Notes shall be in global form and shall include the following paragraph: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) (the "Depository")., to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co."

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) ADSs to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $1.557 for each Underwriter agrees Firm ADS. Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 2,272,728 Option ADSs at the Closing (same price per ADS as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)ADSs. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm ADSs by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this AgreementAgreement upon written notice (an “Option ADSs Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option ADSs Notice (an “Option Closing Date”), setting forth the aggregate number of Option ADSs to be purchased and the time and date for such purchase. In connection with On an exercise Option Closing Date, the Company will issue and sell to the Underwriters, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional Option ADSs as is equal to the product percentage of the ADS Purchase Price multiplied Firm ADSs that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representative in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company and each of the Selling Stockholders, severally and not jointly, agree to sell to each Underwriter named below, and each Underwriter, severally and not jointly, agrees to issue purchase from the Company and sell an aggregate of 2,438,491 ADSs (the Selling Stockholders at the purchase price per share for the Firm Shares to be agreed upon by the Representatives, the Selling Stockholders and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 9 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, certain Selling Stockholders grant the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 300,000 Option Shares from such Selling Stockholders at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Prospectus (as defined belowhereinafter defined), upon written or telegraphic notice (the following securities of "Option Shares Notice") by the Company: Representatives to such Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, such Selling Stockholders will sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm 3 3 Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely public offering price per share for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Company has elected to rely on Rule 430A (as hereinafter defined). In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect. (d) If the Company has elected not to rely on Rule 430A, the public offering price per share for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per share price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the parties herein contained and subject to all of the terms and subject conditions of this Agreement, * Plus an option to purchase up to an additional 375,000 shares from the conditions set forth herein, Company to cover over-allotments. (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) 2,500,000 shares of Common Stock to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $[________] for each Underwriter agrees Firm Share, subject to adjustments in accordance with Section 8 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement. In connection with an exercise Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for the closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of the Over-Allotment Option, (a) the purchase price Option Shares to be paid purchased and the time and date for such purchase. The number of Option Shares to be purchased by each Underwriter shall be in the Additional ADSs is equal same proportion to the product total number of the ADS Purchase Price multiplied by Option Shares being purchased as the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal Firm Shares being purchased by such Underwriter bears to the product of the ADS Warrant Purchase Price multiplied by the total number of Additional ADS Warrants (the aggregate purchase price Firm Shares, adjusted by you in such manner as to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the respective representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters and (ii) each of the Underwriters, severally and each not jointly, agrees to purchase from the Company, at the purchase price of $21.125 per share, the number of Firm Shares set forth opposite the name of such Underwriter agrees in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 375,000 Option Shares from the Company at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date hereof, upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of this AgreementOption Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters, and (ii) each Underwriter of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $____ for each Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company and the Selling Stockholders grant the Option to the several Underwriters to purchase, severally and not jointly, up to the -------------------------------- * Plus an option to purchase up to an additional 450,000 shares to cover over-allotments. maximum number of Option Shares set forth in Schedule II hereto at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company and the Selling Stockholders no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell and the Selling Stockholders will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) Representatives in such manner as they deem advisable to avoid fractional shares; provided, however, that if the purchase price to be paid for the Additional ADS Warrants Option is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below)not exercised in full, the “Additional Closing Purchase Price”)first 290,000 shares subject to such Option shall be purchased from the Company, with any remaining amount purchased pro rata from the Selling Stockholders.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of 2,438,491 ADSs (in the aggregate$25.015 per share, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 150,000 Option Shares from the Company at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this Agreement, upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, the Company agrees to issue sell to each Underwriter named below, and sell an aggregate of 2,438,491 ADSs (each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the aggregatePrice Determination Agreement, the “number of Firm ADSs”) and ADS Warrants Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase 1,219,246 ADSs pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement. (in b) Subject to all the aggregateterms and conditions of this Agreement, the “Firm ADS Warrants,” and, collectively with Company grants the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 1,200,000 Option Shares from the Company at the Closing same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (as defined belowbut not more than once) on or before the 30th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the following securities of "Option Shares Notice") by the Company: Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (ithe "Option Closing Date") The setting forth the aggregate number of Firm ADSs set forth opposite Option Shares to be purchased and the name of time and date for such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants purchase. On the Option Closing Date, the Company will issue and sell to purchase the Underwriters the number of ADSs Option Shares set forth opposite in the name Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter on Schedule I heretois purchasing, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject as adjusted by the Representatives in such manner as they deem advisable to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659avoid fractional shares. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely initial public offering price per share for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) Shares and the purchase price per share for the Firm Shares to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Company has elected to rely on Rule 430A. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 6 shall remain in effect. (d) If the Company has elected not to rely on Rule 430A, the initial public offering price per share for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs Firm Shares and (b) the purchase price per share for the Firm Shares to be paid for by the Additional ADS Warrants is equal several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the product of Registration Statement containing such per share price information shall be filed before the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Registration Statement becomes effective.

Agreement to Sell and Purchase. (a) Upon The Company and each of the Selling Shareholders, severally and not jointly, agree to sell to the Underwriters named in Schedule I, and upon the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and subject conditions of this Agreement, each Underwriter agrees, severally and not jointly, to purchase from the conditions Company and the Selling Shareholders, the respective number of Firm Shares set forth hereinopposite its name on Schedule I. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. (b) Subject to all the terms and conditions of this Agreement, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in Option Selling Shareholders grant the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Option to the several Underwriters, and each Underwriter agrees Underwriters to purchase, severally and not jointly, up to 300,000 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 45th day after the date of this AgreementAgreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing on the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Selling Shareholders will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional Shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to conditions of this Underwriting Agreement (the conditions set forth herein“Agreement”), (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $3.29 for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 857,142 Option Shares at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this AgreementAgreement upon written or electronic notice (an “Option Shares Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (an “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with On an exercise Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the applicable Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the Representative in such manner as it deems advisable to avoid fractional shares. * Plus an option to purchase price up to be paid for the Additional ADS Warrants is equal an additional 857,142 shares to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)cover over-allotments.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter's name in Schedule I hereto, at the purchase price of $__ for each Underwriter agrees Firm Share. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or ------------------------ (1) Plus an option to purchase up to an additional 277,500 shares to cover over-allotments. in part at any time and from time to time on or before the 30th day after the date of this Agreement upon written or telegraphic notice (each, an "Option Shares Notice") by the Underwriters to the Company no later than 12:00 noon, New York City time, at least two and no more than three business days before the date specified for closing in the Option Shares Notice (each, an "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of the Firm Shares that such Underwriter is purchasing, as adjusted by the Underwriters in such manner as they deem advisable to avoid fractional shares. (c) Subject to the terms and conditions herein set forth, on the Closing Date (as defined below), the following securities of Company shall issue to Kaufman Bros., L.P. in its individual capacity, warrants in the Company: form xxxxxxed hereto as Exhibit A (ithe "Representative's Warrants") The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number 185,000 shares of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have Common Stock at an exercise price of $8.03 per whole ADS, subject equal to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum 120% of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659Firm Share. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties, covenants and agreements herein contained and subject to all the terms and subject to conditions of this Underwriting Agreement (the conditions set forth herein2 "Agreement"), the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, each Underwriter and each Underwriter agrees to purchaseUnderwriter, severally and not jointly, agrees to purchase from the Company at the Closing (as defined below)a purchase price of $[ ] per Share, the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs Shares set forth opposite the name of such Underwriter on Schedule I hereto, plus such additional number of Firm Shares which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject such Underwriter may become obligated to adjustment as provided in the ADS Warrantspurchase pursuant to Section 11 hereof. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject Subject to all the terms and conditions set forth hereinof this Agreement, the Company grants the Option to the several Underwriters are hereby granted an option (to purchase, severally and not jointly, the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants Option Shares at the ADS Purchase Price and/or same price per share as the ADS Warrant Purchase Price, respectivelyUnderwriters shall pay for the Firm Shares. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (Underwriters and may be exercised in whole or in part at any time) or any part (time and from time to time) of time on or before the Additional Securities at any time within 30 days 30th day after the date of this AgreementAgreement (or on the next business day if the 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and Representative in such manner as it deems advisable to avoid fractional shares. (bc) the purchase price to be paid for the Additional ADS Warrants is equal Subject to the product terms and conditions of this Agreement, the ADS Warrant Purchase Price multiplied by Company will, at the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing Date (as defined below), further issue and sell to you or, at your direction, to your bona fide officers, for a total purchase price of $100, warrants entitling the “Additional Closing Purchase Price”holders thereof to purchase up to an aggregate of 130,000 shares of Class A Common Stock (the "Warrant Shares") at a price of $____ per share (120% of the initial per share public offering price on the Effective Date of the Registration Statement, as defined below) (the "Warrants") for a period of four years, such period to commence one year after the effective date of the Registration Statement. Such Warrants shall contain such other terms and provisions as may be set forth in an agreement with respect thereto (the "Warrant Agreement") executed and delivered by the Company and you simultaneously with the execution and delivery of this Agreement. As provided in the Warrant Agreement, you may designate that the Warrants be issued in varying amounts directly to your bona fide officers and not to you. Such designation will be made by you only if you determine that such issuances would not violate the interpretations of the National Association of Securities Dealers, Inc. (the "NASD").

Agreement to Sell and Purchase. (a) Upon The Company hereby agrees, subject to all the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in to the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” Underwriters and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon upon the basis of the representations, warranties, covenants warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $36.6336 per Share, the number of Firm Shares set forth opposite their respective names on Schedule I to this Agreement. (b) Subject to the terms and conditions and in reliance upon the aggregaterepresentations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased the number of Option Shares set forth in any combination of Additional ADSs and/or Additional ADS Warrants Schedule I hereto at the ADS Purchase Price and/or same purchase price set forth in Section 2(a), less an amount per share equal to any dividends or distributions declared by the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of Company and payable on the Firm SecuritiesShares but not payable on the Option Shares. The Over-Allotment Option Said option may be exercised by the Representative as to all (at any time) in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this Agreement. In connection with an exercise of the Over-Allotment OptionProspectus upon written, (a) electronic or telegraphic notice by the purchase price to be paid for the Additional ADSs is equal Representatives to the product of the ADS Purchase Price multiplied by Company setting forth the number of Additional ADSs Option Shares as to which the several Underwriters are exercising the option and the settlement date (beach, an “Option Closing Date”). Each purchase date must be at least one (1) Business Day after the purchase price written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the date of such notice. The number of Option Shares to be paid for purchased by each Underwriter shall be the Additional ADS Warrants is equal to the product same percentage of the ADS Warrant Purchase Price multiplied total number of the Option Shares to be purchased by the number several Underwriters as such Underwriter is purchasing of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)Firm Shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $ for each Underwriter agrees Firm Share. *Plus an option to purchase up to an additional 600,000 shares from the Company to cover over-allotments. (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in the first paragraph hereof, at the Closing (same price per share as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants Underwriters shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price pay for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”)Shares. The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days (but not more than once) on or before the 30th day after the date of this AgreementAgreement upon written or telegraphic notice (the “Option Shares Notice”) by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representatives in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.

Agreement to Sell and Purchase. (a) Upon On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and subject to the conditions set forth hereinof this Agreement, (i) the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) Shares to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $3.629 for each Underwriter agrees Firm Share (“Purchase Price”). (b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 599,250 Option Shares at the Closing (as defined below), the following securities of the Company: (i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and (ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants. (b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659. (c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Representative as to all (at any time) Underwriters and may be exercised in whole or any in part (from time to time) of the Additional Securities at any time within 30 days on or before the 30th day after the date of this AgreementAgreement upon notice, which notice may be in electronic form (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the “Option Closing Date”), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. In connection with an exercise On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase such percentage of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs Option Shares as is equal to the product percentage of the ADS Purchase Price multiplied Firm Shares that such Underwriter is purchasing, as adjusted by the number of Additional ADSs and (b) the purchase price Representative in such manner as they deem advisable to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”)avoid fractional shares.