Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities and, initially, to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of $12.99375 [●] (the “Share ADS Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by the Representatives so as to eliminate fractional Securities) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto by a price fraction, the numerator of $12.99365 per Warrant (which is the “Warrant Purchase Price”)aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Company hereunder. In addition, the Company agrees to issue and sell as and to the extent indicated in Schedule 1 hereto, and the Selling Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and the Selling Stockholder the Option Shares Securities at the Share ADS Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares set forth opposite the name of Securities to be purchased by such Underwriter in Schedule 1 hereto from the Company and the Selling Stockholder pursuant to this Section 3 (or such number increased as set forth in Section 10 13 hereof) bears to the aggregate number of the Underwritten Shares Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Company and by the Selling Stockholder as set forth on Schedule 1 and Schedule 2 hereto, respectively. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 13 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment For the ADSs to be delivered hereunder, the Company shall issue and deposit the requisite number of Common Shares to be sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities Depository, as custodian for the Securities Depositary (the “Custodian”), for the account of the Depositary, and the Company shall register such Common Shares on the shareholders’ registry of the Company in the name of the Custodian. The ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such amounts and registered in such names as the Representatives may request upon notice to the Company and the Attorneys-in-Fact at least one full business day prior to the Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be made delivered at the Closing Date or the Additional Closing Date, as the case may be, by or on behalf of the Company and the Attorneys-in-Fact to the Representatives through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the Representatives of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, in immediately available funds funds, to the Company’s account specified and the Selling Stockholder’s respective accounts (which shall be designated to the Representatives by the Company and the Attorneys-in-Fact (with regard to payment to the Representative Selling Stockholder) at the Notification Time) in New York as specified in Section (d) or (e) below. The Company and the Attorneys-in-Fact will cause the certificate or certificates in global form representing the ADSs to be made available for checking at least twenty-four (24) hours prior to the Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (d) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on [●], 2020 (00:00 a.m., Seoul time, on [●], 2020) and (ii) the delivery shall be immediately after 11:00 a.m., New York City time, on [●], 2020 (00:00 a.m., Seoul time, on [●], 2020) or, in each case of (i) and (ii), at the same time on such other dates as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities through are herein referred to as the offices “Closing Date.” (e) With respect to the Option Securities, the time of Xxxxx Xxxx & Xxxxxxxx LLP(i) the payment shall be immediately prior to 11:00 a.m., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Option Shares. The Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such payment for the Underwritten Securities is referred to herein other times, dates and place as the “Closing Date,” Representatives, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for such payment for delivery of the Option SharesSecurities, if other than the Closing Date, is are herein referred to as the “Additional Closing Date.” Payment for the Securities ” (f) The documents to be purchased delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall or such other time and date as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, ICBC Tower, 00xx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, Xxxxx (the “Closing Location”). A meeting will be made against delivery to held at the Representative for Closing Location at [●], Hong Kong time, on the respective accounts of business day immediately preceding the several Underwriters of the Securities to be purchased on such date Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with at which meeting the sale final drafts of such Securities duly paid the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the Company. Delivery parties hereto. (g) Each of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company Selling Stockholder acknowledges and agrees that the Representative Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor the any other Underwriters Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representative Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, subject to the conditions set forth herein, the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97.00% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from June 10, 2019 to the Closing Date (as defined below). The public offering price of the Securities is not in excess of the price recommended by Xxxxxxx Sachs & Co. LLC, acting as a qualified independent underwriter. In addition, the Company agrees to issue and sell sell, subject to the conditions set forth herein, the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from June 10, 2019 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which Any such notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx Procter LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. A.M., New York City time time, on April 2June 10, 20242019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of $12.99375 [●] (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a price fraction, the numerator of $12.99365 per Warrant (which is the “Warrant Purchase Price”)aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Company agrees Selling Stockholder agrees, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Shares Securities at the Share Purchase Price less an amount per share ADS equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 12 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Representatives in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 12 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities andoutside Turkey, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities outside Turkey to or through any affiliate of an Underwriter. (c) (i) Payment for the Securities shall be made by wire transfer in immediately available funds to the account accounts specified by the Company and the Attorneys-in-Fact or any of them (with regard to payment to the Representative in Selling Stockholder), to the case of the Underwritten Securities through Representatives at the offices of Cxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx Hxxxxxxx LLP, 000 Xxxxxxxxx 2 Xxxxxx Xxxx Xxxxx, Xxxxxx, Xxx XxxxXX0X 0XX, Xxx Xxxx 00000 XX at 10:00 9:00 A.M. New York City time on April 2[●], 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives, the Company and the Company Attorneys-in-Fact may agree upon in writing writing, or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 96% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from October 5, 2016 to the Closing Date (as defined below). . (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from October 5, 2016 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative (A) in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2October 5, 20242016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, (B) in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (de) The Company acknowledges and agrees that the Representative and the other Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from March 19, 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by Xxxxxxxxx LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from March 19, 2021 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which Any such notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands and the Guarantors acknowledge and agree that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageTime of Sale Information. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through at the offices of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP at 10:00 A.M. New York City time on April 2March 19, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment and delivery for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date or (collectively, the Additional Closing Date, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor the any other Underwriters Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative and the other Underwriters Representatives or any Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in on Schedule 1 hereto at a price equal to 96.850% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”). . (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 10 9 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares based on the minimum denomination of Securities as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities for sale to the public on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (cd) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through at the offices of Xxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2September 12, 20242018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date,” ”, and the time and date for such payment for the Option SharesSecurities, if other than the Initial Closing Date, is herein referred to as the an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date.” ” (e) Payment for the Securities to be purchased on the Closing Date or the Additional any Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters of one or more global notes representing the Securities to be (collectively, the “Global Note”) purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (df) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representative nor Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a purchase price per share of $12.99375 3.995 per Security (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares grants an option to the several Underwriters as provided in to purchase, severally and not jointly, the Option Shares within 30 days of the date of this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 ‎10 hereof). Except with respect to Option Shares to be purchased on Unless the Closing Date (for which notice shall be given at least one business day prior to Representative and the Closing Date), if anyCompany otherwise agree in writing, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities and, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative (which shall be an account of InflaRx Pharmaceuticals Inc., which the Company has authorized to receive and hold the payment for the Securities on behalf of the Company), in the case of the Underwritten Securities through Shares, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP at 10:00 A.M. A.M., New York City time time, on April 214, 20242023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities Shares is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $23.03 (the “Share Purchase Price”), and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $12.99365 per Warrant 23.029906 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives, in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M. A.M., New York City time time, on April 2December 11, 2024, 2020 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representative Representatives in definitive form, registered in such names and in such denominations as the Representative Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representative Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 24.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, that the Company shall promptly (but in no event later than the Closing Date), ) pay $0.50625 1.469994 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the RepresentativeRepresentatives. In the event that any purchaser the purchasers of the Warrants in the public offering fails fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative Representatives may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant Unit (the “Warrant Purchase Price”)) of $97. In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share Unit equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M. A.M., New York City time time, on April 2June 15, 20242016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The Warrants shall be delivered to certificates for the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (e) The Company will prepare a final term sheet, containing a description of final terms of the Securities, the offering thereof and the concurrent offering of the Company’s Common Stock, in the form attached as Schedule II hereto and will file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule. (f) The Company will reserve and keep available at all times, free of preemptive rights, the maximum number of shares of Issuable Common Stock issuable under the Purchase Contract Agreement (calculated assuming settlement of the Purchase Contracts at the “maximum settlement rate,” as such term is defined in the Disclosure Package). (g) The Company will not, between the date hereof and the Closing Date, do or authorize any act or thing that would result in an adjustment of the settlement rates of the Purchase Contracts.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this AgreementSecurities, and each UnderwriterPurchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally severally, and not jointly, to purchase at a purchase price per share of $12.99375 97.5% of the principal amount thereof plus accrued interest, if any, from May 20, 2021 to the Closing Date (the “Share Purchase Price”) ), from the Company Company, the respective number principal amount of Underwritten Shares Securities set forth opposite such UnderwriterPurchaser’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant . (the “Warrant Purchase Price”). b) In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein herein, and subject to the conditions set forth herein, shall have the Company hereby grants to the Purchasers an option to purchase, severally severally, and not jointly, from the Company the at their election, up to $75,000,000 aggregate principal amount of Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends Price. Such option may be exercised in whole or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares part at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectustime, by written notice from the Representative Purchasers to the Company. Such notice shall set Company setting forth the aggregate number principal amount of Option Shares as Securities to which the option is being exercised be purchased and the date and time when the on which such Option Shares Securities are to be delivered and paid fordelivered, which may be the same date and time as the Closing Date (as hereinafter defined) determined by you but shall not be in no event earlier than the Closing Date nor or, unless you and the Company otherwise agree in writing, earlier than two or later than the tenth full ten business day (as hereinafter defined) days after the date of such notice (unless such time notice; provided, in no event shall the delivery date of the Option Securities be later than the last day of the 13 calendar day period beginning on, and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on including, the Closing Date (for which notice the “Option Period”). The principal amount of Option Securities to be purchased by each Purchaser shall be given the same percentage of the total principal amount of Option Securities to be purchased by all Purchasers as such Purchaser is purchasing of the Firm Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fraction of $1,000 principal amount of Securities. (c) The Securities to be purchased by each Purchaser hereunder will be represented by one or more global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representatives, for the account of each Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer in Federal (same day) funds, by causing DTC to credit the Securities to the accounts of the Representatives at least one DTC. The Company will cause the certificates representing the global Securities to be made available to the Representatives not later than 1:00 p.m. New York City Time, on the business day prior to the Closing DateDate or any Additional Closing Date (as each is defined in this Section 1(c), if any, any such notice shall be given ) at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities and, initially, to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through the offices office of Xxxxx Xxxx & Xxxxxxxx LLPXxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000 at (the “Closing Location”). The time and date of such delivery and payment shall be 10:00 A.M. a.m., New York City time time, on April 2May 20, 2024, 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and date as the Representative Representatives and the Company may agree upon in writing orand, in the case of with respect to the Option SharesSecurities, 10:00 a.m., New York City time, on the date and at the time and place specified by the Representative Representatives in the written notice given by the Representatives of the UnderwritersPurchasers’ election to purchase such Option Shares. The Securities at least two business days preceding the anticipated delivery and payment, or such other time and date of as the Representatives and the Company may agree upon in writing. Such time and date for such payment for of the Underwritten Firm Securities is referred to herein as called the “Closing Date,” and the any such time and date for such payment for the of any Option SharesSecurities, if other than the Closing Date, is herein referred to as the called an “Additional Closing Date.” Payment for the Securities ” (d) The documents to be purchased on delivered at the Closing Date or the any Additional Closing Date, as the case may be, shall be made against delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the Representative cross-receipt for the respective accounts of Securities and any additional documents requested by the several Underwriters of Purchasers pursuant to Section 5(o) hereof, will be delivered at such time and date at the Closing Location, and the Securities to will be purchased on such date delivered at the office of DTC (or its designated custodian), all at the Closing Date or any Additional Closing Date, as the case may be, with any transfer taxes payable in connection with . For the sale purposes of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Datethis Section 1(d), pay $0.50625 per such Warrant “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementclose. (de) The Company acknowledges and agrees that (i) the Representative purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the other Underwriters are Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction each Purchaser is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Purchaser has assumed an advisory or fiduciary responsibility in the capacity favor of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby or the process leading thereto (including irrespective of whether such Purchaser has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Purchaser, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect process leading thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price of $4.4650 per share of $12.99375 Common Stock (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 4.4649 per Warrant (the “Warrant Purchase Price”)Warrant. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Shares, solely to cover over-allotments, at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 ‎10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 ‎10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives, in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxMenlo Park, Xxx Xxxx, Xxx Xxxx 00000 California at 10:00 A.M. New York City time on April 230, 20242020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing writing, or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The Warrants shall be delivered to the Representative Representatives in definitive form, registered in such names and in such denominations as the Representative Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 4.7499 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, that the Company shall promptly (but in no event later than the Closing Date), ) pay $0.50625 0.2850 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the RepresentativeRepresentatives. In the event that any purchaser the purchasers of the Warrants in the public offering fails fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative Representatives may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Upon the basis of the warranties and representations herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $12.99365 per Warrant (the “Warrant Purchase Price”)24.2125. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Shares but not payable on the Option Shares. The Option Shares may be purchased by the Underwriters only for the purposes of covering over-allotments made in connection with the sale of the Firm Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 11 hereof) bears to the aggregate number of Underwritten Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 11 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days promptly prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in Representative, at the case of the Underwritten Securities through the New York offices of Xxxxx Xxxx Ropes & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Gxxx LLP at 10:00 A.M. A.M., New York City time time, on April 2November 30, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities Firm Shares is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to Certificate for the Representative in definitive formSecurities, registered in such names and in such denominations as if the Representative shall request in writing not later than the Closing Date. The Warrants shares are represented by certificates, will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 5.875 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase at a price of $5.874990 per Warrant (the “Warrant Purchase Price”) from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”)hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2February 20, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The Warrants shall be delivered to the Representative Representatives in definitive form, registered in such names and in such denominations as the Representative Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 6.249990 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 0.375 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the RepresentativeRepresentatives. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative Representatives may elect, by written notice to the Company, to receive shares of common stock Common Stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from November 13, 2017 to the Closing Date (as defined below). . (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from November 13, 2017 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which Any such notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative (A) in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2November 13, 20242017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, (B) in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (de) The Company acknowledges and agrees that the Representative and the other Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and agrees to purchase from the Company the respective number principal amount of Warrants Underwritten Securities set forth opposite such the Underwriter’s name in Schedule 1 hereto at a price equal to 97% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from October 2, 2017 to the Closing Date (as defined below). . (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters Underwriter as provided in this Agreement, and the UnderwritersUnderwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchasedplus accrued interest, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio if any, from October 2, 2017 to the aggregate number date of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall makepayment and delivery. The Underwriters Underwriter may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Underwriter to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof)notice. Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend Underwriter intends to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters Underwriter may offer and sell Securities to or through any affiliate of an the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (cd) Payment for the Underwritten Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Underwriter at (A) in the case of the Underwritten Securities through Securities, the offices of Xxxxx Xxxx & Xxxxxxxx LLPCozen X’Xxxxxx, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April October 2, 20242017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriter and the Company may agree upon in writing or, (B) in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Underwriter in the written notice of the Underwriters’ Underwriter’s election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriter of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (de) The Company acknowledges and agrees that the Representative and the other Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters Underwriter shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in on Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). ) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities, solely to cover over-allotments, if any, at the Share Purchase Price Price, less an amount per share share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities, but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares which Securities that bears the same ratio proportion to the aggregate number of Option Shares being Securities to be purchased by the several Underwriters as the number of Underwritten Shares Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 9 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall makemake to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities for sale to the public on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (cd) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 via electronic exchange at 10:00 A.M. New York City time on April 2November 20, 20242020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date,” ”, and the time and date for such payment for the Option SharesSecurities, if other than the Initial Closing Date, is herein referred to as the an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”.” (e) Payment for the Securities to be purchased on the any Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares The Global Receipts shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (df) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representative nor Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $14.3632 (the “Share Purchase Price”), and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $12.99365 per Warrant 14.3631 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives, in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M. A.M., New York City time time, on April 2July 23, 2024, 2019 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representative Representatives in definitive form, registered in such names and in such denominations as the Representative Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representative Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 15.2799 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, that the Company shall promptly (but in no event later than the Closing Date), ) pay $0.50625 0.9168 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the RepresentativeRepresentatives. In the event that any purchaser the purchasers of the Warrants in the public offering fails fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative Representatives may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and agrees to purchase from the Company the respective number principal amount of Warrants Underwritten Securities set forth opposite such the Underwriter’s name in Schedule 1 hereto at a price equal to 97% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from September 14, 2021 to the Closing Date (as defined below). . (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters Underwriter as provided in this Agreement, and the UnderwritersUnderwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchasedplus accrued interest, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio if any, from September 14, 2021 to the aggregate number date of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall makepayment and delivery. The Underwriters Underwriter may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Underwriter to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof)notice. Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend Underwriter intends to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters Underwriter may offer and sell Securities to or through any affiliate of an the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (cd) Payment for the Underwritten Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Underwriter at (A) in the case of the Underwritten Securities through Securities, the offices of Cozen X’Xxxxxx, 00 Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx 0xx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 at 10:00 A.M. New York City time on April 2September 14, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriter and the Company may agree upon in writing or, (B) in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Underwriter in the written notice of the Underwriters’ Underwriter’s election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriter of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (de) The Company acknowledges and agrees that the Representative and the other Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters Underwriter shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in on Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). ) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities, solely to cover over-allotments, if any, at the Share Purchase Price Price, less an amount per share share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities, but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares which Securities that bears the same ratio proportion to the aggregate number of Option Shares being Securities to be purchased by the several Underwriters as the number of Underwritten Shares Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 9 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall makemake to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 9 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (bc) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities for sale to the public on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (cd) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 via electronic exchange at 10:00 A.M. New York City time on April 2May 21, 20242020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date,” ”, and the time and date for such payment for the Option SharesSecurities, if other than the Initial Closing Date, is herein referred to as the an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”.” (e) Payment for the Securities to be purchased on the any Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares The Global Receipts shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (df) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representative nor Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 96.75% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from January 29, 2018 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this AgreementAgreement and solely to cover over-allotments, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereofhereof or unless otherwise agreed to in writing by the Representatives and the Company). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxProfessional Corporation at 000 Xxxxx Xxxxxx, Xxx Xxxx Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 A.M. A.M., New York City time time, on April 2February 1, 20242018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of the Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be, “Global Note”) with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative Representatives at the office of DTC or its designated custodian not later than 10 A.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $10.6408 (the “Share Purchase Price”), and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $12.99365 per Warrant 10.6407 (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives, in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M. A.M., New York City time time, on April 2May 29, 2024, 2020 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representative Representatives in definitive form, registered in such names and in such denominations as the Representative Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representative Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 11.3199 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, that the Company shall promptly (but in no event later than the Closing Date), ) pay $0.50625 0.6792 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the RepresentativeRepresentatives. In the event that any purchaser the purchasers of the Warrants in the public offering fails fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative Representatives may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of $12.99375 [●] (the “Share ADS Purchase Price”) from the Company and the Selling Stockholder the respective number of Underwritten Shares Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees Selling Stockholder agrees, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Shares Securities at the Share ADS Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares set forth opposite the name of Securities to be purchased by such Underwriter in Schedule 1 hereto from the Company pursuant to this Section 3 (or such number increased as set forth in Section 10 13 hereof) bears to the aggregate number of the Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Underwriters in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 13 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ba) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (cb) Payment for For the Securities ADSs to be delivered hereunder, the Company shall issue and deposit the requisite number of Common Shares to be made by wire transfer in immediately available funds to the account specified sold by the Company to hereunder and the Representative in Attorneys-in-Fact shall deposit the case requisite number of the Underwritten Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities through the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafterDepository, as custodian for the Representative and Depositary (the Company may agree upon in writing or“Custodian”), in for the case account of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such WarrantsDepositary, and the Company shall deliver register such Warrants to such purchasers Common Shares on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock shareholders’ registry of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity name of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.the

Purchase of the Securities. (a) The Upon the basis of the warranties and representations herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $12.99365 per Warrant (the “Warrant Purchase Price”)24.2125. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Shares but not payable on the Option Shares. The Option Shares may be purchased by the Underwriters only for the purposes of covering over-allotments made in connection with the sale of the Firm Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 11 hereof) bears to the aggregate number of Underwritten Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 11 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days promptly prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in Representative, at the case of the Underwritten Securities through the New York offices of Xxxxx Ropes & Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP at 10:00 A.M. A.M., New York City time time, on April 2January 25, 20242022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities Firm Shares is referred to herein as the “Closing Date,” ”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to Certificate for the Representative in definitive formSecurities, registered in such names and in such denominations as if the Representative shall request in writing not later than the Closing Date. The Warrants shares are represented by certificates, will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in on Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share ) equal to any dividends or distributions declared by the Company (i) $24.2125 per Security for retail orders and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereofii) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date ($24.50 per Security for which notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified thereininstitutional orders. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities for sale to the public on the terms set forth in the Pricing Disclosure PackageProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 via electronic exchange at 10:00 A.M. New York City time on April 2November 22, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as (the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”).” (d) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares The Global Receipts shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative Representatives not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (de) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representative nor Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of $12.99365 44.229 per Warrant share (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less Price, provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Firm Securities but not payable on the Option SharesOptional Securities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, Securities on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as Securities to which the option is being exercised be purchased and the date and time when on which the Option Shares Securities are to be delivered and paid fordelivered, which may be as determined by the same date and time as Representatives, but in no event earlier than the Closing Date (as hereinafter defined) but shall not be or, unless the Representatives and the Company otherwise agree in writing, earlier than the Closing Date nor two or later than the tenth full ten business day (as hereinafter defined) days after the date of such notice (unless such notice. The right to purchase the Option Securities or any portion thereof may be exercised from time to time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, extent not previously exercised may be surrendered and terminated at any such time upon notice shall be given at least two business days prior by the Representatives to the date and time of delivery specified thereinCompany. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account accounts specified by the Company Company, to the Representative Representatives in the case of the Underwritten Securities through Firm Securities, at the offices of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP at 10:00 A.M. New York City time on April 2March 19, 2024, 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date,” and the each such time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The Warrants shall be delivered to certificates for the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than at 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, be. Upon the authorization by written notice to the Company, to receive shares of common stock you of the Company at release of the Share Purchase Price Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this AgreementPricing Disclosure Package and the Prospectus. (d) The Company acknowledges and agrees that the Representative Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor the any other Underwriters Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of $12.99375 [•] (the “Share ADS Purchase Price”) from the Company and the Selling Stockholder the respective number of Underwritten Shares Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees Selling Stockholder agrees, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Shares Securities at the Share ADS Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares set forth opposite the name of Securities to be purchased by such Underwriter in Schedule 1 hereto from the Company pursuant to this Section 3 (or such number increased as set forth in Section 10 13 hereof) bears to the aggregate number of the Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Underwriters in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Underwriters to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 13 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ba) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (cb) Payment For the ADSs to be delivered hereunder, the Company shall issue and deposit the requisite number of Common Shares to be sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities Depository, as custodian for the Securities Depositary (the “Custodian”), for the account of the Depositary, and the Company shall register such Common Shares on the shareholders’ registry of the Company in the name of the Custodian. The ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such amounts and registered in such names as the Underwriters may request upon notice to the Company and the Attorneys-in-Fact at least one full business day prior to the Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be made delivered at the Closing Date or the Additional Closing Date, as the case may be, by or on behalf of the Company and the Attorneys-in-Fact to the Underwriters through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the Underwriters of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, in immediately available funds funds, to the Company’s account specified and the Selling Stockholder’s respective accounts (which shall be designated to the Underwriters by the Company and the Attorneys-in-Fact (with regard to payment to the Representative Selling Stockholder) at the Notification Time) in New York as specified in Section (d) or (e) below. The Company and the Attorneys-in-Fact will cause the certificate or certificates in global form representing the ADSs to be made available for checking at least twenty-four (24) hours prior to the Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (c) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on July [•], 2021 (00:00 a.m., Seoul time, on July [•], 2021) and (ii) the delivery shall be immediately after 11:00 a.m., New York City time, on July [•], 2021 (00:00 a.m., Seoul time, on July [•], 2021) or, in each case of (i) and (ii), at the same time on such other dates as the Underwriters, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities through are herein referred to as the offices “Closing Date.” (d) With respect to the Option Securities, the time of Xxxxx Xxxx & Xxxxxxxx LLP(i) the payment shall be immediately prior to 11:00 a.m., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Underwriters in the written notice given by the Underwriters of the Underwriters’ election to purchase such Option Shares. The Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such payment for the Underwritten Securities is referred to herein other times, dates and place as the “Closing Date,” Underwriters, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for such payment for delivery of the Option SharesSecurities, if other than the Closing Date, is are herein referred to as the “Additional Closing Date.” Payment for the Securities ” (e) The documents to be purchased delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall or such other time and date as the Underwriters, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of O’Melveny & Xxxxx LLP, Times Square Tower, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx (the “Closing Location”). A meeting will be made against delivery to held at the Representative for Closing Location at [•] [a/p].m., New York time, on the respective accounts of business day immediately preceding the several Underwriters of the Securities to be purchased on such date Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with at which meeting the sale final drafts of such Securities duly paid the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the Company. Delivery parties hereto. (f) Each of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company Selling Stockholder acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, neither the Representative nor any other no Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither none of the Representative nor the other Underwriters shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price of $6.204 per share of $12.99375 Common Stock (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 6.194 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx00000 Xxxx Xxxxx Xxxxx, Xxx XxxxXxxxx, Xxx Xxxx Xxxxxxxxxx 00000 at 10:00 A.M. a.m. New York City time on April 2December 6, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for any such payment for the Option Shares, if other than the Closing Date, is herein referred to as the an “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The Warrants shall be delivered to the Representative Representatives in definitive form, registered in such names and in such denominations as the Representative Representatives shall request in writing not later than the Closing Date. The Warrants and, if the Shares are certificated, the certificates for the Shares, will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. Notwithstanding the foregoing, the Company and the Representative Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 6.59 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), ) pay $0.50625 0.396 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the RepresentativeRepresentatives. In the event that any purchaser the purchasers of the Warrants in the public offering fails fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative Representatives may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. The Company also acknowledges and agrees that the Underwriters may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. No Underwriter has any obligation to the Company with respect to the offering of Securities except the obligations expressly set forth in this Agreement. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of $12.99365 97.00 per Warrant tangible equity unit (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the Prospectus, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than (x) the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on ) or (y) the Closing Date (for which notice shall be given at least one business twelfth day prior to after the date of the Closing Date), if any, any whichever occurs first. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account accounts specified by the Company Company, to the Representative Representatives in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Xxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx LLP at 10:00 A.M. New York City time on April 2January 11, 2024, 2019 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” , and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The Warrants shall be delivered to certificates for the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor the any other Underwriters Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97.25% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from June 10, 2021 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from June 10, 2021 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectusthis Agreement, by written notice from the Representative to the Company. Such notice shall set Company setting forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for; provided, which may be the same that any such settlement date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full 10th business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with on which the provisions of Section 10 hereof)option shall have been exercised. Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The Underwriters may exercise the option solely to cover over-allotments. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP at 10:00 A.M. New York City time on April 2June 15, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 53.62 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares shares as the Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectusthis Agreement, by written notice from the Representative to the Company. Such notice shall set Company setting forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for; provided, which may be the same that any such settlement date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full 10th business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with on which the provisions of Section 10 hereof)option shall have been exercised. Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx Sxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Bxxxxxxx LLP at 10:00 A.M. New York City time on April 2June 15, 20242021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may bedate, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of $12.99375 16.74 (the “Share ADS Purchase Price”) ), which represents the public offering price of $18.00 per ADS minus an underwriting discount of $1.26 per ADS, from the Company and the Selling Stockholder the respective number of Underwritten Shares Subscription Securities and Sale Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees Selling Stockholder agrees, as and to issue and sell the extent indicated in Schedule 2 hereto, to sell, the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Shares Securities at the Share ADS Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares Securities but not payable on the Option SharesSecurities. If any Option Shares Securities are to be purchased, the number of Option Shares Securities to be purchased by each Underwriter shall be the number of Option Shares Securities which bears the same ratio to the aggregate number of Option Shares Securities being purchased as the number of Underwritten Shares set forth opposite the name of Securities to be purchased by such Underwriter in Schedule 1 hereto from the Company pursuant to this Section 3 (or such number increased as set forth in Section 10 13 hereof) bears to the aggregate number of the Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities as the Representative Underwriters in their sole discretion shall make. Any such election to purchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares Securities as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 13 hereof)) nor a date preceding a day that is not a business day. Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ba) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (cb) Payment For the ADSs to be delivered hereunder, the Company shall issue and deposit the requisite number of Common Shares to be sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities Depository, as custodian for the Securities Depositary (the “Custodian”), for the account of the Depositary, and the Company shall register such Common Shares on the shareholders’ registry of the Company in the name of the Custodian. The ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such amounts and registered in such names as the Representative may request upon notice to the Company and the Attorneys-in-Fact at least one full business day prior to the Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be made delivered at the Closing Date or the Additional Closing Date, as the case may be, by or on behalf of the Company and the Attorneys-in-Fact to the Representative through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the Representative of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, in immediately available funds funds, to the Company’s account specified and the Selling Stockholder’s respective accounts (which shall be designated to the Representative by the Company and the Attorneys-in-Fact (with regard to payment to the Representative Selling Stockholder) at the Notification Time) in New York as specified in Section (d) or (e) below. The Company and the Attorneys-in-Fact will cause the certificate or certificates in global form representing the ADSs to be made available for checking at least twenty-four (24) hours prior to the Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (c) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on September 2, 2021 (00:00 a.m., Seoul time, on September 3, 2021) and (ii) the delivery shall be immediately after 11:00 a.m., New York City time, on September 2, 2021 (00:00 a.m., Seoul time, on September 3, 2021) or, in each case of (i) and (ii), at the same time on such other dates as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities through are herein referred to as the offices “Closing Date.” (d) With respect to the Option Securities, the time of Xxxxx Xxxx & Xxxxxxxx LLP(i) the payment shall be immediately prior to 11:00 a.m., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice given by the Representative of the Underwriters’ election to purchase such Option Shares. The Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such payment for the Underwritten Securities is referred to herein other times, dates and place as the “Closing Date,” Representative, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for such payment for delivery of the Option SharesSecurities, if other than the Closing Date, is are herein referred to as the “Additional Closing Date.” Payment for the Securities ” (e) The documents to be purchased delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall or such other time and date as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of O’Melveny & Xxxxx LLP, Times Square Tower, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx (the “Closing Location”). A meeting will be made against delivery to held at the Representative for Closing Location at 7:00 a.m., New York time, on the respective accounts of business day immediately preceding the several Underwriters of the Securities to be purchased on such date Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with at which meeting the sale final drafts of such Securities duly paid the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the Company. Delivery parties hereto. (f) Each of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company Selling Stockholder acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the any other Underwriters Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number principal amount of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97% of $12.99365 per Warrant the principal amount thereof (the “Warrant Purchase Price”) plus accrued interest, if any, from August 14, 2017 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares Securities at the Share Purchase Price less an amount per share equal plus accrued interest, if any, from August 14, 2017 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Shares but not payable on the Option Sharesdelivery. If any Option Shares Securities are to be purchased, the number principal amount of Option Shares Securities to be purchased by each Underwriter shall be the number principal amount of Option Shares Securities which bears the same ratio to the aggregate number principal amount of Option Shares Securities being purchased as the number principal amount of Underwritten Shares Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 10 11 hereof) bears to the aggregate number principal amount of Underwritten Shares Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares Securities in denominations other than $1,000 as the Representative Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Shares Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Shares Securities are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 11 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andas soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure PackageTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Ropes & Xxxx & Xxxxxxxx LLPLLP at Prudential Tower, 000 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000 XX, at 10:00 A.M. New York City time on April 2August 14, 20242017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing or, in the case of the Option SharesSecurities, on the date and at the time and place specified by the Representative Representatives in the written notice of the Underwriters’ election to purchase such Option SharesSecurities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option SharesSecurities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date date, of one or more global notes representing the Additional Closing DateSecurities (collectively, as the case may be“Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants Global Note will be made available for inspection by the Representative Representatives at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Notwithstanding Date or the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Additional Closing Date, as the Representative case may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreementbe. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 4.418 (the “Share Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 4.6999 per Warrant (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities andSecurities, initially, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, the MetLife Building, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on April 2May 20, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shareswriting. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 4.6999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants (the “Failed Warrants”) on the Closing Date, the Representative may elect, by written notice to the CompanyCompany and payment of the Share Purchase Price by wire transfer in immediately available funds to the account specified by the Company at the location and time designated in this Section 2(c) for the Closing Date, to receive shares of common stock of the Company Common Stock at the Share Purchase Price in lieu of all or a portion of such the Failed Warrants that were otherwise to be have been delivered to the Underwriters purchasers thereof under this Agreement. (d) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.