Common use of Filing and Effectiveness of Registration Statement; Certain Defined Terms Clause in Contracts

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) on Form S-1 (No. 333-218216), including a Preliminary Prospectus (as hereinafter defined), and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”):

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216194517) covering the registration of the Offered Securities under the Act (as defined below), including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofmaterial then incorporated by reference therein, all information contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 p.m. (Eastern Time). The Company may also have filed, as or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus filed the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations and deemed is not proposed to be part thereof at amended. The Offered Securities all have been or will be duly registered under the time of effectiveness Act pursuant to Rule 430A of the Rules and Regulations. If Initial Registration Statement and, if applicable, the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Additional Registration Statement”), then any reference herein to . No stop order suspending the effectiveness of the Registration Statement shall also be deemed or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to include such 462(b) Registration Statementthe Company’s knowledge, contemplated. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, Company has complied with each request (if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with any) from the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulationsfor additional information. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 (No. 333-218216)333-[ ]) covering the registration of the Offered Securities under the Act, including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofinformation contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules Act and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information and 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement)”. The Company may also have filed, as or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus filed the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration statement (the “Exchange Act Registration Statement”), on Form 8-A (No. 001-[ ]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Securities. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations and deemed is not proposed to be part thereof at amended. The Offered Securities all have been or will be duly registered under the time of effectiveness Act pursuant to Rule 430A of the Rules and Regulations. If Initial Registration Statement and, if applicable, the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Additional Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216194517) covering the registration of the Offered Securities under the Act (as defined below), including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofmaterial then incorporated by reference therein, all information contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on March 20, 2014 at 4:30 P.M. (Eastern Time). The Company may also have filed, as or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus filed the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations and deemed is not proposed to be part thereof at amended. The Offered Securities all have been or will be duly registered under the time of effectiveness Act pursuant to Rule 430A of the Rules and Regulations. If Initial Registration Statement and, if applicable, the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Additional Registration Statement”), then any reference herein to . No stop order suspending the effectiveness of the Registration Statement shall also be deemed or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to include such 462(b) Registration Statementthe Company’s knowledge, contemplated. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, Company has complied with each request (if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with any) from the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulationsfor additional information. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 F-1 (No. 333-218216)169475) covering the registration of the Offered Securities under the Act, including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofinformation contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement).” The Company may also have filed, as or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” A registration statement on Form F-6 (No. 333-169596) relating to the ADSs has been filed with the Commission and has become effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration statement (the “Exchange Act Registration Statement”), on Form 8-A (No. 001-34884) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares and the ADSs. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registrations Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to Rule 430A be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Rules and RegulationsExchange Act. If Any Additional Registration Statement has or will become effective upon filing with the Company has filed an abbreviated registration statement to register additional Shares Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Rules and Regulations (Act pursuant to the “462(b) Initial Registration Statement and, if applicable, the Additional Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216)200359) covering the registration of the Offered Shares under the Act, including a Preliminary Prospectus base prospectus (the “Base Prospectus”). Such registration statement, as hereinafter defined)amended, including the financial statements, exhibits and such amendments thereof as may have been required to schedules thereto, in the date of this Agreement. Copies of such Registration Statement (form in which it became effective under the Act, including all amendments thereof) documents incorporated or deemed to be incorporated by reference therein and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of 430B under the Rules and Regulations. If Securities Act, shall be referred to as the “Registration Statement.” Any registration statement filed by the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules Securities Act in connection with the offer and Regulations (sale of the Offered Shares is called the “Rule 462(b) Registration Statement”), then ,” and from and after the date and time of filing of any reference herein to the such Rule 462(b) Registration Statement the term “Registration Statement” shall also be deemed to include such the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated May 18, 2015 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term “Prospectus” as used in this Agreement means shall mean the final prospectus supplement to the Base Prospectus dated the date hereof that describes the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in the form included first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including all documents incorporated or deemed to be incorporated by reference therein. The Registration Statement has become effective under the Act. The Offered Shares all have been duly registered under the Act pursuant to the Registration Statement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement has been issued under the Act, and no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus they were or hereafter are filed with the Commission pursuant to Commission, or became effective under the Exchange Act, as the case may be, complied and within will comply (as applicable) in all material respects with the time limits described in Rule 424(b) requirements of the Rules and RegulationsExchange Act. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216217360) covering the registration of the Offered Securities under the Act, including a base prospectus (the “Base Prospectus”). Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Act (as defined below), including a Preliminary Prospectus (as hereinafter defined), and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part of the Registration Statement), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of 430B under the Rules and Regulations. If Act, shall be referred to as the “Registration Statement.” Any registration statement filed by the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules Act in connection with the offer and Regulations (sale of the Offered Securities is called the “Rule 462(b) Registration Statement”), then ,” and from and after the date and time of filing of any reference herein to the such Rule 462(b) Registration Statement the term “Registration Statement” shall also be deemed to include such the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated March 13, 2019 describing the Offered Securities and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Securities and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term “Prospectus” as used in this Agreement means shall mean the final prospectus supplement to the Base Prospectus, dated the date hereof, that describes the Offered Securities and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in the form included first used by the Underwriters to confirm sales of the Offered Securities or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including all documents incorporated or deemed to be incorporated by reference therein. The Registration Statement has been declared effective under the Act. The Offered Securities all have been duly registered under the Act pursuant to the Registration Statement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement has been issued under the Act, and no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Conduct Rule 5110(B)(7)(C)(i) in reliance, in part, on the Lxxxx Advertising Co. no-action letter (Nov. 18, 1996) issued by the Division of Corporation Finance of the Commission. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus they were or hereafter are filed with the Commission pursuant to Commission, or became effective under the Exchange Act, as the case may be, complied and within will comply (as applicable) in all material respects with the time limits described in Rule 424(b) requirements of the Rules and RegulationsExchange Act. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 F-1 (No. 333-218216)148729) covering the registration of the Offered Securities under the Act, including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofinformation contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the Registration Statement)initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the "INITIAL REGISTRATION STATEMENT". The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the "ADDITIONAL REGISTRATION STATEMENT". A registration statement on Form F-6 (No.333-144450) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the "ADS REGISTRATION STATEMENT"). Since the filing of the Registration Statement until the date hereof, other than the the General Disclosure Package (as defined below), the Company has not approved the distribution of or provided any written materials to prospective investors of the Offered Securities. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations and deemed is not proposed to be part thereof at amended. The Offered Securities all have been or will be duly registered under the time of effectiveness Act pursuant to Rule 430A of the Rules and Regulations. If Initial Registration Statement and, if applicable, the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Additional Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”):: "430A INFORMATION", with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 (No. 333-218216)333- • ) covering the registration of the Securities under the Act, including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofmaterial then incorporated by reference therein, all information contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the "Initial Registration Statement)." The Company may also have filed, as or may file with the Commission, a Rule 462(b) registration statement covering the registration of Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus filed the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the "Additional Registration Statement." As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations and deemed is not proposed to be part thereof at amended. The Securities all have been or will be duly registered under the time of effectiveness Act pursuant to Rule 430A of the Rules and Regulations. If Initial Registration Statement and, if applicable, the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Additional Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”):: "430A Information", with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b). "430C Information", with respect to any registration statement, means information included in a prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216)208956) covering the registration of the Offered Shares under the Act, including a Preliminary Prospectus base prospectus (the “Base Prospectus”). Such registration statement, as hereinafter defined)amended, including the financial statements, exhibits and such amendments thereof as may have been required to schedules thereto, in the date of this Agreement. Copies of such Registration Statement (form in which it became effective under the Act, including all amendments thereof) documents incorporated or deemed to be incorporated by reference therein and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of 430B under the Rules and Regulations. If Act, shall be referred to as the “Registration Statement.” Any registration statement filed by the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules Act in connection with the offer and Regulations (sale of the Offered Shares is called the “Rule 462(b) Registration Statement”), then ,” and from and after the date and time of filing of any reference herein to the such Rule 462(b) Registration Statement the term “Registration Statement” shall also be deemed to include such the Rule 462(b) Registration Statement. The As used herein, the term “Prospectus” as used in this Agreement means shall mean the final prospectus supplement to the Base Prospectus dated the date hereof that describes the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in the form included first used by the Agent to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including all documents incorporated or deemed to be incorporated by reference therein. The Registration Statement has been declared effective under the Act. The Offered Shares all have been duly registered under the Act pursuant to the Registration Statement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement has been issued under the Act, and no order preventing or suspending the use of the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus they were or hereafter are filed with the Commission pursuant to Commission, or became effective under the Exchange Act, as the case may be, complied and within will comply (as applicable) in all material respects with the time limits described in Rule 424(b) requirements of the Rules and RegulationsExchange Act. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-11 (No. 333-218216)162067) covering the registration of the Offered Securities under the Act, including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofmaterial then incorporated by reference therein, all information contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement).” The Company may file with the Commission, as a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus filed the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) and is not proposed to be amended. No stop order of the Rules and Regulations and deemed to be part thereof at Commission preventing or suspending the time use of any preliminary prospectus or Issuer Free Writing Prospectus, or the effectiveness pursuant to Rule 430A of the Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Initial Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied onapplicable, the term Prospectus shall also include Additional Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Prospectus filed with Company’s knowledge, are contemplated by the Commission Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to and within the time limits described in Rule 424(b) of Initial Registration Statement and, if applicable, the Rules and RegulationsAdditional Registration Statement. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with meets the Securities and Exchange Commission (the “Commission”) requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”)) and has prepared and filed with the Commission a shelf registration statement (File Number 333-202954) on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of up to 1,000,000 shares of Common Stock, including the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Shares. Such Registration Statement (as hereinafter defineddefined below) became effective with the Commission on Form S-1 (No. 333-218216)April 6, including a Preliminary Prospectus (as hereinafter defined), 2015 and such amendments thereof as may have been required to no stop order suspending the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part effectiveness of the Registration Statement or filed any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) under the Securities Act has been received by the Company. The Company has paid the required filing fees relating to the Shares. The Company will file with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b). As filed and as delivered to Brean, in its capacity as placement agent (“Placement Agent”), the Prospectus Supplement will contain all information required by the Company pursuant to Rule 424(a) of Securities Act and the Rules and Regulationsrules thereunder. The term “Registration Statement” as used in this Agreement means No order preventing or suspending the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part use of the Registration Statement or any Issuer Free Writing Prospectus has been issued by the Commission. The Registration Statement, at the date hereof meets the requirements set forth in Rule 415(a)(1)(x), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) . The initial effective date of the Rules and Regulations and deemed to be part thereof Registration Statement was not earlier than the date three years before the date hereof. (A) At the time of filing the Registration Statement on Xxxxx 00, 0000, (X) at the time of effectiveness the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Rule 430A Section 13 or 15(d) of the Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations Securities Exchange Act of 1934, as amended (the “462(b) Registration StatementExchange Act”), then any reference herein to the Registration Statement shall also be deemed to include such 462(bor form of prospectus) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement and (C) at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and Company or any person acting on its behalf (within the time limits described in meaning, for this clause only, of Rule 424(b163(c) of the Rules Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act, the Company was not and Regulations. For purposes of this underwriting agreement (this is not an “Agreement”):ineligible issuer” as defined in Rule 405.

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the SEC a registration statement on Form F-1 (No. 333- [●]) covering the registration of the Offered Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) on Form S-1 (No. 333-218216), including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the SEC, including all amendments thereofinformation contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement)”. The Company may also have filed, as or may file with the SEC, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the SEC, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration statement (such registration statement as amended through the time such registration statement becomes effective, being hereinafter called the “Exchange Act Registration Statement”), on Form 8-A (No. 001-[●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Common Shares. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus shall be deemed to include the copy filed with the Commission SEC pursuant to Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Securities Act, and is not proposed to Rule 430A be amended and the Exchange Act Registration Statement has become effective, as provided under Section 12 of the Rules and RegulationsExchange Act. If Any Additional Registration Statement has or will become effective upon filing with the Company has filed an abbreviated registration statement to register additional Shares SEC pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Rules and Regulations (Securities Act pursuant to the “462(b) Initial Registration Statement”), then any reference herein to and if applicable, the Registration Statement shall also be deemed to include such 462(b) Additional Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Commission a registration statement on Form F-3 (No. 333-240044) covering the registration of the Offered Securities under the Act, including a related prospectus or prospectuses. At any particular time, this registration statement, in the form then on file with the Commission, including any amendments thereto, all material then incorporated by reference therein, and Exchange all 430B Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Registration Statement”. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. A registration statement on Form F-6 (No. 333-173331) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement became effective, being hereinafter called the “CommissionADS Registration Statement”) under ). The Company has filed, in accordance with Section 12 of the Securities Act of 1933Exchange Act, a registration statement as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) on Form S-1 (No. 333-218216), including a Preliminary Prospectus (as hereinafter defined), and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules and Regulations. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Exchange Act Registration Statement”), then any reference herein on Form 8-A (File No. 001-35126) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Registration Statement remains effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulations. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216198793) covering the registration of the Offered Securities and the Issuable Common Stock under the Act (as defined below), including a Preliminary Prospectus (as hereinafter defined)related preliminary prospectus or prospectuses and a preliminary prospectus supplement or prospectus supplement. At any particular time, and such amendments thereof as may have been required to this initial registration statement, in the date of this Agreement. Copies of such Registration Statement (form then on file with the Commission, including all amendments thereofmaterial then incorporated by reference therein, all information contained in the registration statement (if any) and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a462(b) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information then deemed to be a part of the initial registration statement, and all 430A Information (as defined below) and all 430C Information (as defined below), that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Initial Registration Statement was declared effective on November 10, 2014 at 4:00 p.m. (Eastern Time). The Company may also have filed, as or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities and the Issuable Common Stock. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of Prospectus filed the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations and deemed is not proposed to be part thereof at amended. The Offered Securities and the time of effectiveness Issuable Common Stock have been or will be duly registered under the Act pursuant to Rule 430A of the Rules and Regulations. If Initial Registration Statement and, if applicable, the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Additional Registration Statement”), then any reference herein to . No stop order suspending the effectiveness of the Registration Statement shall also be deemed or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Final Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to include such 462(b) Registration Statementthe Company’s knowledge, contemplated. The term “Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, Company has complied with each request (if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus filed with any) from the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules and Regulationsfor additional information. For purposes of this underwriting agreement (this “Agreement”)::

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Commission, a Registration Statement (as hereinafter defined) registration statement on Form S-1 S-3 (No. 333-218216)200359) covering the registration of the Offered Shares under the Act, including a Preliminary Prospectus base prospectus (the “Base Prospectus”). Such registration statement, as hereinafter defined)amended, including the financial statements, exhibits and such amendments thereof as may have been required to schedules thereto, in the date of this Agreement. Copies of such Registration Statement (form in which it became effective under the Act, including all amendments thereof) documents incorporated or deemed to be incorporated by reference therein and of the related Preliminary Prospectus have heretofore been delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules and Regulations. The term “Registration Statement” as used in this Agreement means the initial registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement), as in the form of Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of 430B under the Rules and Regulations. If Securities Act, shall be referred to as the “Registration Statement.” Any registration statement filed by the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules Securities Act in connection with the offer and Regulations (sale of the Offered Shares is called the “Rule 462(b) Registration Statement”), then ,” and from and after the date and time of filing of any reference herein to the such Rule 462(b) Registration Statement the term “Registration Statement” shall also be deemed to include such the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated January 12, 2015 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term “Prospectus” as used in this Agreement means shall mean the final prospectus supplement to the Base Prospectus dated the date hereof that describes the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in the form included first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including all documents incorporated or deemed to be incorporated by reference therein. The Registration Statement has become effective under the Act. The Offered Shares all have been duly registered under the Act pursuant to the Registration Statement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement has been issued under the Act, and no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time of effectiveness or, if Rule 430A of the Rules and Regulations is relied on, the term Prospectus shall also include the Prospectus they were or hereafter are filed with the Commission pursuant to Commission, or became effective under the Exchange Act, as the case may be, complied and within will comply (as applicable) in all material respects with the time limits described in Rule 424(b) requirements of the Rules and RegulationsExchange Act. For purposes of this underwriting agreement (this “Agreement”)::