Common use of Representations, Warranties and Agreements of the Company Clause in Contracts

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Placement Agents that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement (Registration No. 333-114133) on Form S-3 for the registration of equity securities of the Company, including the Securities, which has been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations thereunder (the "1933 Act Rules and Regulations") of the SEC. Such registration statement has been declared effective by the SEC. The Company meets the requirements for use of Form S-1 S-3 under the Securities 1933 Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the rules exhibits, financial statements and regulations schedules thereto have heretofore been delivered by the Company to you. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Commission thereunder (the “1933 Act Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective Regulations will be filed promptly by the Commission Company with the SEC in such form and meet the requirements accordance with Rule 424(b) of the Securities 1933 Act and the Rules and Regulations. Other than The term "Registration Statement" as used herein means the registration statement as amended at the time it became effective under the 1933 Act (x) a registration statementthe "Effective Date"), including financial statements and all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if anyapplicable, increasing the size information deemed to be included by Rule 430A of the offering 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed pursuant to with the SEC in accordance with Rule 462(b) under the Securities 1933 Act and the Rules and Regulations (a “Rule 462(b) an "Abbreviated Registration Statement”) and (y) "), the Prospectus (term "Registration Statement" as defined below) contemplated by used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus" as used herein means the prospectus constituting a part of the Registration Statement and included in the Registration Statement at the Effective Date, as supplemented by each prospectus supplement relating to be the offering of the Securities, including any such prospectus supplement filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations (the "Prospectus Supplement") and including any information and documents included therein from time to time by reference pursuant to Item 12 of Form S-3 under the 1933 Act. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A of the 1933 Act Rules and Regulations included at any time in accordance with Section 3(a) hereofthe Registration Statement, no other document including any such preliminary prospectus supplement relating to the Securities filed by the Company pursuant to the 1933 Act containing a "subject to completion" legend as described in paragraph 10 of Item 501 of Regulation S-K of the 1933 Act Rules and Regulations. For purposes of this Agreement, the words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto Statement or the Rule 462(b) Prospectus shall mean amendments or supplements to the Registration StatementStatement or the Prospectus, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of as the Securities Act has been initiated or threatened by the Commission. The prospectus case may be; as well as documents filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to after the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating prior to the Securities filed with the Commission pursuant to Rule 424(b) completion of the Rules distribution of the Securities and Regulations is hereinafter called a “incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-153645) (including all pre-effective 10875), and amendments thereto, with respect to the “Initial Registration Statement”Stock have (i) been prepared by the Company in respect conformity with the requirements of the United States Securities has been filed with Act of 1933 (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the “"Commission”") pursuant to the Securities Act of 1933thereunder, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of ii) been filed with the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and the amendments thereto have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendments thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a5(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and Regulations and includes any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) registration statement relating to the Stock that is filed and declared effective pursuant to Rule 462(b) under the Securities Act; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 S-3 (File No. 333-153645107676) with respect to the Stock has (including all pre-effective amendments thereto, i) been prepared by the “Initial Registration Statement”) Company in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereto, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Underwriter pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus supplement and the accompanying prospectus and all information incorporated by reference therein at such time, in the form first used to confirm sales of Stock. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended ("Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 and one or more amendments thereto with respect to the Shares have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements ") of the Securities Act and Exchange Commission (the Rules and Regulations. Other than "Commission") thereunder, (xii) a registration statement, if any, increasing been filed with the size of the offering filed pursuant to Rule 462(b) Commission under the Securities Act and (iii) become effective under the Rules Securities Act. Copies of such registration statement and Regulations (a “Rule 462(b) Registration Statement”) each of the amendments thereto have been delivered by the Company to you as the Underwriter. As used in this Agreement, "Effective Time" means the date and (y) the Prospectus (time as defined below) contemplated of which such registration statement, or the most recent post- effective amendment thereto, if any, was declared effective by this Agreement to be the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriter pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto as amended at the Effective Time, including all information contained or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened incorporated by the Commission. The prospectus filed as part of the registration statement reference in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-153645115103) with respect to the Stock (including all pre-effective amendments thereto, the “Initial Registration Statement”i) in respect of the Securities has been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”)) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) has been filed with the Commission under the Securities Act and (iii) has become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Underwriters pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; “Registration Statement” means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called (“Rule 424(b)”) and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means the prospectus in the form first used to confirm sales of Stock. If the Company has filed or files an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities contains two prospectuses to be used in connection with the offering and sale of the Stock: the U.S. prospectus, to be used in connection with the offering and sale of Stock in the United States and Canada to United States and Canadian Persons, and the international prospectus, to be used in connection with the offering and sale of Stock outside the United States and Canada to persons other than United States and Canadian Persons. The Initial Registration Statement international prospectus is identical to the U.S. prospectus except for the outside front and any back cover pages. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the U.S. prospectus and the international prospectus in the respective forms first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form F-1 with respect to the Shares has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission thereunder (the “Rules "COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and Regulations”)(iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you as the representatives (the "REPRESENTATIVES") of the Underwriters. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereto, increasing the size of the offering filed pursuant to Rule 462(b) before such registration statement became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereofRegulations; "REGISTRATION Statement" means such registration statement, no other document with respect to as amended at the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration StatementEffective Time, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "PROSPECTUS" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Any reference to the term "Registration Statement" shall be deemed to include the abbreviated registration statement to register additional Ordinary Shares under Rule 462(b) under the Rules and Regulations (the "RULE 462 REGISTRATION STATEMENT"). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or to the Company's knowledge threatened by the Commission.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto, if any, have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus as supplemented by the prospectus supplement in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents hereby represents, warrants and warrants to, and agrees with covenants to the Underwriter that Placement Agent as of the date hereof, and as of the Applicable Time and each Closing Date (all Date, as hereinafter defined) thatfollows: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) has prepared and filed in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the published rules and regulations of the Commission thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement on Form S-3 (File No. 333-201428), which became effective as of March 11, 2015 (the “Effective Date”), including a base prospectus relating to the Securities (the “Base Prospectus”), and such amendments and supplements thereto as may have been required up to the date of this Agreement. The Initial term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered pursuant to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements Rule 430B of the Securities Act and the Rules and Regulations. Other than (x) a registration statement), if anyas amended and/or supplemented to the date of this Agreement, increasing including the size of the offering filed pursuant Base Prospectus and any prospectus supplement relating to Rule 462(b) under the Securities Act and that is filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of Regulations. The Registration Statement is effective under the Securities has heretofore been filed with the Commission. No Act and no stop order preventing or suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto Statement or suspending or preventing the Rule 462(b) Registration Statement, if any, use of the Prospectus has been issued by the Commission and no proceeding proceedings for that purpose or pursuant to Section 8A of the Securities Act has have been initiated or instituted or, to the Company’s knowledge, are threatened by the Commission. The prospectus filed as part Company, if required by the Rules and Regulations of the registration statement Commission, will file the Prospectus (as defined below), with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the Prospectus, in the form in which it has most recently been filed with the Commission on or prior is to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations together with the Base Prospectus, or, if the Prospectus is hereinafter not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agent for such use (or in the form first made available to the Placement Agent by the Company to meet requests of prospective purchasers pursuant to Rule 173 under the Securities Act). Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed. If the Company has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3, and any amendment thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rule and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 Commission under the Securities Act, and (iii) become effective under the rules and regulations Securities Act. Copies of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement such registration statement and any amendment thereto have been delivered by the Company to you as the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and (y) all information contained in the Prospectus (as defined below) contemplated by this Agreement to be final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “of

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as with, each of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: (a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (i) A registration statement of the Company “Securities Act”), on Form S-1 S-3 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”184717) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant not earlier than three years prior to the Securities Act date of 1933this Agreement; such registration statement, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared became effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, on filing; no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, such registration statement or any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The , and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the various parts of such registration statement, including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by Rule 430B under the Securities Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the registration statement Registration Statement, in the form in which it has was most recently been filed with the Commission on or prior to or on the date of this Agreement and any Agreement, is hereinafter called the “Base Prospectus”; the final prospectus subject supplement to completion included such prospectus (including the Base Prospectus) relating to the Securities, in the Registration Statement form filed or to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Securities, in the form filed or to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations ), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Pricing Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III hereto; and the “Applicable Time” means 6:15 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rules and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act, ; and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered a second registration statement on Form S-1 with respect to the Underwriter, and, excluding exhibits thereto, have been declared effective Stock (i) may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations on the date hereof. Copies of the first such registration statement and the amendments to such registration statement, together with the form of any such second registration statement, have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers. As used in this Agreement, "Effective Time" means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; "Effective Date" means (i) with respect to the first such registration statement, the date of the Effective Time of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; "Preliminary Prospectus" means each prospectus included in any such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Lead Managers pursuant to Rule 424(a) of the Rules and Regulations. Other than (x; "Primary Registration Statement" means the first registration statement referred to in this Section 1(a), as amended, at its Effective Time, "Rule 462(b) a Registration Statement" means the second registration statement, if any, increasing referred to in this Section 1(a), as filed with the size of Commission, and "Registration Statements" means both the offering filed pursuant to Rule 462(b) under the Securities Act Primary Registration Statement and the Rules and Regulations (a “any Rule 462(b) Registration Statement”) and (y) , including in each case all information contained in the Prospectus (as defined below) contemplated by this Agreement to be final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a5(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) Statements as of the Rules and Regulations is hereinafter called a “Effective Time of the Primary Registration

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-2 (file number 333-16573), and amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity in all material respects with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rule and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act. Copies of such registration statement and amendments thereto have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers. Upon your written request, but not without your agreement, the Company will also file a Rule 462(b) Registration Statement in accordance with Rule 462(b). As used in this Agreement, "Effective Time" means the date and the rules and regulations time as of which such registration statement, the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any most recent post-effective amendment thereto, if any, or any Rule 462(b) Registration Statement became or become effective; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Lead Managers pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules documents incorporated by reference therein at such time and Regulations is hereinafter called a “all information contained in

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Stock have (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any the amendments thereto have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Lead Managers pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a5(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) FILINGS UNDER SECURITIES LAWS. (i) A registration statement of the Company on Form S-1 S-3 (File Noregistration no. 333-15364572160) setting forth information with respect to the Company and the Company's senior debt securities, shares of Common Stock, stock purchase contracts and certain other securities (including all pre-effective amendments thereto, A) has been prepared by the “Initial Registration Statement”) Company in respect conformity with the requirements of the Securities has been filed with Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”"COMMISSION") pursuant to thereunder (collectively, the "SECURITIES ACT"), (B) has been filed with the Commission under the Securities Act and (C) became effective under the Securities Act on November 7, 2001, and the Indenture has been qualified under the Trust Indenture Act of 19331939, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (collectively, the “Rules and Regulations”"TRUST INDENTURE ACT"). The Initial Registration Statement Copies of such registration statement and any all exhibits thereto have been delivered by the Company to you. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior by the Company with the consent of Lehman Brothers Inc. pursuant to Rule 424(a) under txx Xxxurities Act; "REGISTRATION STATEMENT" means such registration statement, as amended as of the date of this Agreement and any prospectus subject to completion included Effective Time, including all information contained in the Registration Statement or any preliminary final prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of the Rules registration statement as of the Effective Time [pursuant to Rule 430A of the Securities Act]; and Regulations is hereinafter called a “"PROSPECTUS" means the prospectus (including any supplement thereto) in the form first used to confirm sales of Corporate PIES.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as with, each of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: (a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (i) A registration statement of the Company “Securities Act”), on Form S-1 S-3 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”184717) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant not earlier than three years prior to the Securities Act date of 1933this Agreement; such registration statement, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared became effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, on filing; no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, such registration statement or any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The , and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the various parts of such registration statement, including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by Rule 430B under the Securities Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the registration statement Registration Statement, in the form in which it has was most recently been filed with the Commission on or prior to or on the date of this Agreement and any Agreement, is hereinafter called the “Base Prospectus”; the final prospectus subject supplement to completion included such prospectus (including the Base Prospectus) relating to the Securities, in the Registration Statement form filed or to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Securities, in the form filed or to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations ), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (including, without limitation, the interactive data in eXtensible Business Reporting Language included or incorporated by reference therein), when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Pricing Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III hereto; and the “Applicable Time” means 6:00 p.m. (London time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and any amendments thereto, with respect to the Stock have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”)) of the United States Securities and Exchange Commission (the “Commission”) promulgated thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereto, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives, which consent shall not be unreasonably withheld, pursuant to Rule 424(a) of the Rules and Regulations (a Regulations; “Rule 462(b) Registration Statement”) and (y) ” means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus as of the Effective Time pursuant to paragraph (including any preliminary prospectus supplementb) relating to of Rule 430A of the Securities Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a Regulations. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”)) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each amendment thereto, if any, have been delivered by the Company to you as the representative (the “Representative”) of the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereto, increasing the size of the offering filed pursuant to Rule 462(b) before such registration statement became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Commission by the Company with the consent of the Representative pursuant to Rule 462(b) Registration Statement”424(a) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(bb) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued documents incorporated by reference therein at such time and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a incorporated by reference in the Registration Statement. Any reference herein to the term “Registration Statement” shall be deemed to include any abbreviated registration statement to register additional shares of Common Stock under Rule 462(b) of the Rules and Regulations (the “Rule 462 Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and, to the knowledge of the Company, no proceeding for such purpose has been instituted or threatened by the Commission.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the each Underwriter that (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement and the Prospectus, each as amended or supplemented to each such date) as of each date of any Pricing Agreement, as of each date the Company issues and delivers Designated Shares (including Option Shares) and as of each date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that:Registration Statement or the Prospectus is amended or supplemented with respect to offerings of securities pursuant to this Agreement. (a) (i) A registration statement of The Company has prepared, pursuant to and in conformity in all material respects with the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect requirements of the Securities has been filed with Act 1933, as amended (the "1933 Act"), and the rules and regulations thereunder (the "1933 Act Rules and Regulations") of the Securities and Exchange Commission (the “Commission”"SEC"), and has filed with the SEC a registration statement on Form S-3 (File No. 333-39369) pursuant which has been declared effective, including a prospectus relating to common shares, warrants, preferred shares and depositary shares of the Securities Company, for registration of the Depositary Shares under the 1933 Act and the offering thereof from time to time in accordance with Rule 415 of 1933, as amended (the “Securities Act”)1933 Act Rules and Regulations. The Company meets and the offering of the Depositary Shares in the registration statement meet the requirements for use of Form S-1 S-3 under the Securities 1933 Act, and the rules and regulations of the Commission thereunder . Such registration statement (the “Rules and Regulations”). The Initial Registration Statement and any further registration statements which may be filed by the Company for the purpose of registering additional Depositary Shares and in connection with which this Agreement is included or incorporated therein by reference as an exhibit) including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended, the 1933 Act or otherwise, are referred to herein as the "Registration Statement." The term "Registration Statement" also means the registration statement as amended by a post-effective amendment thereto, each and includes any abbreviated registration statement prepared and filed with the SEC in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to accordance with Rule 462(b) under the Securities 1933 Act and the Rules and Regulations (a “Rule 462(b) an "Abbreviated Registration Statement”) "). The time at which the Registration Statement became effective is referred to herein as the "Effective Date." The Company proposes to prepare and (y) file with the Prospectus (as defined below) contemplated by this Agreement SEC from time to be filed time, pursuant to Rule 424(b424 under the 1933 Act, supplements to the prospectus (each a "Prospectus Supplement") included in the Registration Statement that will describe the issuances of Designated Shares pursuant to Pricing Agreements, the sale and plan of distribution of the Designated Shares and additional information concerning the Company and its business. The Company may, from time to time, prepare and file with the SEC, pursuant to Rule 430 or 430A under the 1933 Act Rules and Regulations Regulations, a preliminary Prospectus Supplement (each a "Preliminary Prospectus") containing the prospectus included as part of the Registration Statement, as supplemented by a preliminary Prospectus Supplement, and including the documents incorporated in accordance such prospectus by reference, relating to the Depositary Shares. The prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by any Preliminary Prospectus or Prospectus Supplement, in the form filed by the Company with Section 3(a) hereofthe SEC is herein called the "Prospectus." For purposes of this Agreement, no other document the words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto Statement or the Rule 462(b) Prospectus shall mean amendments or supplements to the Registration StatementStatement or the Prospectus, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of as the Securities Act has been initiated or threatened by the Commission. The prospectus case may be as well as documents filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to after the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as with, each of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: (a) (i) A registration statement (No. 333- ) relating to the Registered Securities, including a prospectus which, as supplemented from time to time, shall be used in connection with all sales of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments theretoSecurities, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “"Commission”") pursuant and has become effective. The registration statement or statements relating to the Securities in any offering hereunder (including the documents incorporated by reference therein), as amended at the time of any Terms Agreement referred to in Section 3, are hereinafter collectively referred to as the "Registration Statement", and the prospectus (including the documents incorporated by reference therein) included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect, among other things, the terms of the Securities and the terms of the offering thereof, is hereinafter referred to as the "Prospectus". Any reference to the Registration Statement or Prospectus as amended or supplemented shall be deemed to include any documents filed after the effective date of the registration statement relating to the Registered Securities under the Securities Exchange Act of 19331934, as amended (the “"Exchange Act"), and so incorporated by reference in such registration statement or the prospectus included therein. (b) When each part of each registration statement relating to the Registered Securities became effective, such part and the prospectus included therein contained all statements which were required to be stated therein in accordance with the Securities Act of 1933 ("Act”"). The Company meets , the Trust Indenture Act of 1939 ("Trust Indenture Act") and the rules and regulations of the Commission thereunder ("Rules and Regulations") and in all respects conformed to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and on the date of each Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus, and at any and all times subsequent thereto up to and including the Closing Date for the Securities to which such Terms Agreement relates, the Registration Statement and the Prospectus as then amended or supplemented, will contain all statements which are required to be stated therein in accordance with the Act, the Trust Indenture Act and the Rules and Regulations and in all respects will conform to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; except that the foregoing does not apply to statements in or omissions from any such documents that are based upon written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein. (c) Each document or portion thereof incorporated by reference in the prospectus included in the registration statement relating to the Registered Securities at the effective date of Form S-1 under each registration statement conformed, when filed with the Securities Commission, in all respects to the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the “"Exchange Act Rules and Regulations”"). The Initial Registration Statement , and any post-each document, if any, filed after such effective amendment thereto, each date under the Exchange Act and deemed to be incorporated by reference in the form heretofore delivered to Prospectus in accordance with Item 12 of Form S-3 conformed or will conform, as the Underwritercase may be, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet when so filed with the requirements of the Securities Exchange Act and the Exchange Act Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, and agrees with with, each of the Underwriter that Underwriters that, as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date and each Option Closing Date (all as hereinafter defined) thatDate, if any: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments theretohas carefully prepared, the “Initial Registration Statement”) pursuant to and in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Rules and Regulations”) by the Securities and Exchange Commission (the “SEC”), and has filed with the SEC an “automatic shelf registration statement,” as defined under Rule 405 of the 1933 Act Rules and Regulations, on Form S-3 (File No. 333-216102) which was automatically effective upon filing pursuant to Rule 462(e) of the 1933 Act Rules and Regulations, including a base prospectus relating to common stock, common stock warrants, preferred stock and debt securities of the Company (together with the documents incorporated by reference therein, the “Base Prospectus”), for registration of the Shares under the 1933 Act and the offering thereof from time to time in accordance with Rule 415 of the 1933 Act Rules and Regulations. The registration statement was filed with the SEC not earlier than three years prior to the date hereof and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Rules and Regulations has been received by the Company. The Company meets has provided the Representatives with copies of all correspondence to and from, and all, if any, documents issued to and by, the SEC in connection with the registration statement. The Company has paid or will pay the registration fees for the Shares within the time period required by Rule 456(b)(1)(i) of the 1933 Act Rules and Regulations (without giving effect to the proviso therein) and in any event prior to the Closing Date and any Option Closing Date. The Company and the offering of the Shares in the registration statement meet the requirements for use of Form S-1 S-3 under the Securities 1933 Act. At the time of the filing of the Registration Statement, at the time the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c) of the 1933 Act Rules and Regulations) made any offer relating to the Shares in reliance on the exemption in Rule 163 of the 1933 Act Rules and Regulations, at the Applicable Time (as defined below), as of the date of this Agreement, at the Closing Date and any Option Closing Date and any time required by the 1933 Act and the 1933 Act Rules and Regulations: (i) the Company was not and is not an “ineligible issuer,” as defined under Rule 405 of the 1933 Act Rules and Regulations, and (ii) the Company was or is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Rules and Regulations. The documents incorporated by reference in the Base Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were filed with the SEC, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission promulgated thereunder (the “1934 Act Rules and Regulations”). The Initial Registration Statement ) and none of such documents, when they were filed with the SEC, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any post-effective amendment thereto, each further documents so filed and incorporated by reference in the form heretofore delivered Pricing Disclosure Package or Prospectus (each as defined below), when such documents were or are filed with SEC, conformed or will conform in all material respects to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities 1934 Act and the 1934 Act Rules and Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of registering additional shares of Common Stock and in connection with which this Agreement is included or incorporated therein by reference as an exhibit) including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, are referred to herein as the “Registration Statement.” The time at which the Registration Statement became effective is referred to herein as the “Effective Date.” The Company proposes to prepare and file with the SEC, pursuant to Rule 424 of the 1933 Act Rules and Regulations. Other than , a supplement to the Base Prospectus (x) a registration statementthe “Prospectus Supplement”), if anycontaining the Base Prospectus, increasing and including the size documents incorporated by reference, included in the Registration Statement that will describe the issuances of the offering filed Shares pursuant to this Agreement, the sale and plan of distribution of the Shares and additional information concerning the Company and its business. The Company may, from time to time, prepare and file with the SEC pursuant to Rule 462(b) under 430, 430A or 430B of the Securities 1933 Act and the Rules and Regulations a preliminary Prospectus Supplement (each, a “Rule 462(bPreliminary Prospectus”) containing the Base Prospectus included as part of the Registration Statement”) , as supplemented by a Preliminary Prospectus, and (y) including the documents incorporated in such Preliminary Prospectus by reference, relating to the Shares. The Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) contemplated is hereinafter called the “Pricing Prospectus”; such final prospectus, including the final prospectus supplement (containing the Base Prospectus, the final prospectus supplement, and the documents incorporated by this Agreement reference) relating to be the Shares, in the form first filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, is hereinafter called the “Prospectus”; any “issuer free writing prospectus” as defined in Rule 433 of the 1933 Act Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect relating to the offer Shares is hereinafter called an “Issuer Free Writing Prospectus”; and sale all references to the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the Securities has heretofore been foregoing shall be deemed to include the copy filed with the CommissionSEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). No Each Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the 1933 Act Rules and Regulations, complied when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Rules and Regulations and each Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the SEC pursuant to XXXXX, except to the extent permitted by Regulation S-T. For the purposes of this Agreement, the “Applicable Time” is 7:15 p.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus as supplemented by documents listed in Annex A hereto, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time and the Closing Date and any Option Closing Date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed in Annex B hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time and the Closing Date and any Option Closing Date, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Pricing Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in strict conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein. (ii) Neither the SEC nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the 1933 Act or other order suspending the effectiveness of the Initial Registration Statement (as amended or supplemented) or preventing or suspending the use of any Prospectus Supplement, Preliminary Prospectus, Issuer Free Writing Prospectus or Prospectus or suspending the qualification or registration of the Shares for offering or sale in any jurisdiction, nor instituted or, to the knowledge of the Company, threatened to institute proceedings for any such purpose. The Prospectus and each Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus, as of the applicable date of issue and the Closing Date and any Option Closing Date, and the Registration Statement and any amendments thereto as of the applicable effective date, contain or will contain, as the case may be, all statements which are required to be stated therein by, and in all material respects conform or will conform, as the case may be, to the requirements of, the 1933 Act and the 1933 Act Rules and Regulations. Neither the Registration Statement nor any amendment thereto, as of the applicable effective date, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and neither the Prospectus, nor any Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus, at the applicable date of issue and the Closing Date and any Option Closing Date, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, any post-effective amendment thereto Prospectus Supplement, Preliminary Prospectus, Issuer Free Writing Prospectus or the Rule 462(b) Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company relating to the Underwriters by or on behalf of the Representatives expressly for use in the preparation thereof (as provided in this Agreement). There is no contract or document required to be described in the Registration Statement, if anythe Pricing Disclosure Package, has been issued and no proceeding for that purpose the Prospectus or pursuant Issuer Free Writing Prospectus or to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus be filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior an exhibit to the date of this Agreement and any prospectus subject to completion included in the Registration Statement that is not described or filed as required. Any future documents incorporated by reference so filed, when they are filed, will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Rules and Regulations; no such incorporated document contained or will contain any preliminary prospectus untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, when read together and with the other information in the Pricing Disclosure Package or the Prospectus, at the time the Registration Statement became effective, at the Applicable Time and at the Closing Date and any Option Closing Date, each such incorporated document did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (including any preliminary prospectus supplementiii) This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (the Securities filed with “Exceptions”). (iv) The Company and its “subsidiaries” (as defined in Section 4(a)(vii) hereof) have been duly incorporated or organized and are validly existing as corporations or organizations in good standing under the Commission pursuant to Rule 424(b) laws of the Rules states or other jurisdictions in which they are incorporated or organized, with full power and Regulations is hereinafter called authority (corporate and other) to own, lease and operate their properties and conduct their businesses as described in the Pricing Disclosure Package and the Prospectus and, with respect to the Company, to execute and deliver, and perform the Company’s obligations under, this Agreement; the Company and its subsidiaries are duly qualified to do business as foreign corporations or organizations in good standing in each state or other jurisdiction in which their ownership or leasing of property or conduct of business legally requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect. The term “Material Adverse Effect” as used herein means any material adverse effect on the condition (financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its subsidiaries, taken as a whole.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Placement Agents that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (Registration No. 333-114133) on Form S-3 for the registration of equity securities of the Company, including the Securities, which has been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the SEC. Such registration statement has been declared effective by the SEC. The Company meets the requirements for use of Form S-1 S-3 under the Securities 1933 Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the rules exhibits, financial statements and regulations schedules thereto have heretofore been delivered by the Company to you. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities 1933 Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to will be filed pursuant to promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the CommissionRegulations. No stop order suspending the effectiveness of the Initial The term “Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed ” as part of used herein means the registration statement in as amended at the form in which time it has most recently been filed with became effective under the Commission on or prior to 1933 Act (the date of this Agreement “Effective Date”), including financial statements and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if applicable, the information deemed to be included by Rule 424(b) 430A of the Rules and Regulations is hereinafter called a “1933 Act

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments Xx. 0, Xx. 0, Xx. 0 and No. 4 thereto, with respect to the Stock have (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ") and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any the amendments thereto have been delivered by the Company to you as the representatives (the "Representatives") of the U.S. Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5 hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations Regulations. If the Company has filed or is hereinafter called required pursuant to the terms hereof to file a “registration statement pursuant to Rule 462(b) under the Securities Act registering additional shares of Common Stock (a "Rule 462(b)

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) Each of the registration statement on Form S-1, and any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations (as hereinafter defined), and any amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rule and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act. Copies of each of such registration statement, including any registration statement filed pursuant to Rule 462(b), and the rules and regulations amendments thereto have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers and such copies, to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission thereunder pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"), except to the “Rules extent permitted by Regulation S-T. As used in this Agreement, "Effective Time" means the date and Regulations”). The Initial Registration Statement and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5(a)hereof and deemed to the offer and sale be a part of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness registration statement as of the Initial Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; "Rule 462(b) Registration Statement" means any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations, any post-effective amendment thereto or and after such filing, the term "Registration Statement" shall include the Rule 462(b) Registration Statement; and "Prospectus" means such final prospectus, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. For purposes of this Agreement, all references to any Preliminary Prospectus, the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus, or any amendment or supplement to any of the foregoing, shall be deemed to include the respective copies thereof filed with the Commission pursuant to XXXXX.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) Each of the registration statement on Form S-1, and any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations (as hereinafter defined), and any amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rule and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act. Copies of each of such registration statement, including any registration statement filed pursuant to Rule 462(b), and the rules and regulations amendments thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters and such copies, to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission thereunder pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"), except to the “Rules extent permitted by Regulation S-T. As used in this Agreement, "Effective Time" means the date and Regulations”). The Initial Registration Statement and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called in accordance with Section___hereof and deemed to be a “part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; "Rule 462(b) Registration Statement" means any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations, and after such filing, the term "Registration Statement" shall include the Rule 462(b) Registration Statement; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. For purposes of this Agreement, all references to any Preliminary Prospectus, the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus, or any amendment or supplement to any of the foregoing, shall be deemed to include the respective copies thereof filed with the Commission pursuant to XXXXX.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 S-3 (File No. 333-15364570419), including a prospectus, with respect to the Notes has (i) (including all pre-effective amendments thereto, been prepared by the “Initial Registration Statement”) Company in respect conformity with the requirements of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ") and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") promulgated thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act; and the Indenture shall be qualified under the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the applicable rules and regulations thereunder. The Initial Registration Statement Copies of such registration statement have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each 2 prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of Lehmxx Xxxthers pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5 hereof and deemed to the offer and sale be a part of the Securities has heretofore been registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; "Prospectus" means such final prospectus including any supplemental prospectus, as first filed with the CommissionCommission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations; and references herein to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents and financial statements incorporated or deemed to be incorporated therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), on or before the Effective Date of the Registration Statement or the issue date of such Preliminary Prospectus or Prospectus, as the case may be. No The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus; and no stop order suspending the effectiveness of the Initial Registration StatementStatement is in effect, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act has been initiated are pending before or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares and a registration statement relating to the American Depositary Shares. The registration statement relating to the Shares, as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The , is hereinafter referred to as the “Registration Statement;” the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company meets the requirements for use to meet requests of Form S-1 purchasers pursuant to Rule 173 under the Securities Act, and the rules and regulations of the Commission thereunder () is hereinafter referred to as the “Rules and Regulations”). The Initial Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or filed pursuant to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of Rule 424(b) under the Securities Act and prior to or on the Rules and Regulationsdate hereof. Other than (xThe final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) a under the Securities Act is hereafter referred to as the “Prospectus”. The registration statementstatement relating to the American Depositary Shares, if anyas amended at the time it becomes effective, increasing is hereinafter referred to as the size of “ADS Registration Statement.” If the offering Company has filed abbreviated registration statements to register additional Ordinary Shares or American Depositary Shares pursuant to Rule 462(b) under the Securities Act and (the Rules and Regulations (a “Rule 462(b) 462 Registration Statements”), then any reference herein to the terms “Registration Statement”) ” and (y) “ADS Registration Statement” shall be deemed to include the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to corresponding Rule 424(b) of the Rules and Regulations 462 Registration Statement. The Company has filed, in accordance with Section 3(a) hereof, no other document with respect to the offer and sale 12 of the U.S. Securities has heretofore been filed with Exchange Act of 1934, as amended (the Commission. No stop order suspending “Exchange Act”), a registration statement on Form 8-A to register the effectiveness of Shares and the Initial American Depositary Shares (the “Form 8-A Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission”). The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date For purposes of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Agreement:

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Stock have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ") and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any the amendments thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission in such form and meet Commission; "Effective Date" means the requirements date of the Securities Act and the Rules and RegulationsEffective Time. Other than (x) a registration statementThe information, if any, increasing included in the size of prospectus filed by the offering filed pursuant to Company in accordance with Rule 462(b) under the Securities Act 430A and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations that was omitted from the prospectus included in accordance with Section 3(asuch registration statement at the time it became effective but that is deemed, pursuant to paragraph (b) hereofof Rule 430A, no other document with respect to be part of such registration statement at the offer time it becomes effective is referred to herein as the "Rule 430A Information." Each prospectus used before the time such registration statement became effective, and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or prospectus that omits the Rule 462(b) Registration Statement, if any, has been issued 430A Information that is used after such effectiveness and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date execution and delivery of this Agreement Agreement, is herein called a "Preliminary Prospectus." Such registration statement, as amended at the time it became effective and any prospectus subject to completion included in including, if applicable, the Rule 430A Information, is herein called the "Original Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Statement." Any registration statement filed with the Commission pursuant to Rule 424(b462(b) of the Rules and Regulations is hereinafter herein referred to as the "Rule 462(b) Registration Statement," and the Original Registration Statement and any Rule 462(b) Registration Statement are herein referred to collectively as the "Registration Statement." The prospectus included in the Original Registration Statement at the time it became effective is herein called a “the "Prospectus," except that, if the final prospectus first furnished to the Underwriters after the execution of this Agreement for use in connection with the offering of the Stock differs from the prospectus included in the Original Registration Statement at the time it became effective (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to the final prospectus first furnished to the Underwriters for such use. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers. As used in this Agreement, "Effective Time" means the date and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Lead Managers pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5 hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as As of the date hereof, the Applicable Time Company represents and each Closing Date (all as hereinafter defined) warrants to the Investors that: (a) (i) A registration statement 4.1 The Shares and Exercise Shares will, when issued, be validly issued, fully paid and nonassessable and will not be subject to any preemptive or similar rights; 4.2 Assuming the accuracy of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments theretorepresentations and warranties of the Existing Bondholders contained in Section 5 hereof, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities Conversion Shares are freely tradable and Exchange Commission (the “Commission”) pursuant not subject to the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 any restrictions on transfer under the Securities Act, federal securities laws and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment theretoand, each in the form heretofore when delivered to the UnderwriterExisting Bondholders, andwill not bear a Restricted Securities Legend; 4.3 Assuming the accuracy of the representations and warranties of the Existing Bondholders contained in Section 5 hereof, excluding exhibits thereto, have been declared effective by the Commission in such form and meet issuance of the Restricted Shares to the Existing Bondholders will be exempt from the registration requirements of the Securities Act and Act. Neither the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size Company nor any agent on its behalf has solicited any offers to sell or has offered to sell all or any part of the offering filed pursuant Restricted Shares to Rule 462(b) under any person or persons so as to bring the sale of such Restricted Shares by the Company within the registration provisions of the Securities Act Act. 4.4 The issuance and delivery of the Rules Shares, Warrants and Regulations Exercise Shares to the Existing Bondholders will not violate: (a “Rule 462(b) Registration Statement”) and (yi) the Prospectus Company’s charter documents; (as defined belowii) contemplated by this Agreement any agreement to be filed pursuant to Rule 424(bwhich the Company is a party, including any indenture; or (iii) assuming the accuracy of the Rules Existing Bondholders representations and Regulations warranties herein, any applicable federal or state statute, rule or regulation or other law, order or decree applicable to the Company; 4.5 This Agreement has been duly authorized, executed and delivered by the Company; and 4.6 The Warrants, when issued, may be exercised for the Exercise Shares in accordance with Section 3(a) hereof, no other document with respect to the offer and sale terms of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Warrants.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, including a prospectus, relating to the Shares, the Warrants and the Warrant Shares. The registration statement relating to the Shares, the Warrants and the Warrant Shares (Registration No. 333-259261), as amended, at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company meets , that in any case has not then been superseded or modified, is hereinafter referred to as the requirements for use “Registration Statement;” the prospectus in the form first used to confirm sales of Form S-1 Securities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities ActAct prior to or on the date hereof. The final prospectus relating to the Securities, and the rules and regulations of as filed with the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered pursuant to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of Rule 424(b) under the Securities Act and is hereafter referred to as the Rules and Regulations“Prospectus”. Other than (x) a If the Company has filed abbreviated registration statementstatements to register additional Shares, if any, increasing the size of the offering filed Warrants and/or Warrant Shares pursuant to Rule 462(b) under the Securities Act and (the Rules and Regulations (a “Rule 462(b) 462 Registration Statements”), then any reference herein to the terms “Registration Statement”) and (y) ” shall be deemed to include the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to corresponding Rule 424(b) of the Rules and Regulations 462 Registration Statement. The Company has filed, in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b12(b) of the Rules and Regulations is hereinafter called U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “registration statement on Form 8-A to register the Ordinary Shares (Registration No. 001-40405) For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration StatementSecurities Act”) in respect and the rules and regulations (the “Rules and Regulations”) of the Securities has been filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act, and . Copies of such registration statement have been delivered by the rules and regulations of Company to you as the Commission thereunder representatives (the “Rules Representatives”) of the Underwriters. As used in this Agreement, “Effective Time” means the date and Regulations”). The Initial Registration Statement and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a Regulations; “Rule 462(b) Registration Statement”) and (y) ” means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a5(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-153645) (333-_______), including all pre-effective amendments Amendments No. [__] thereto, with respect to the “Initial Registration Statement”Stock has (i) been prepared by the Company in respect conformity with the requirements of the Securities has been filed with Act of 1933 (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 Commission under the Securities Act, and (iii) become effective under the rules Securities Act; a final prospectus is now proposed to be filed with the Commission. Copies of such registration statement, Amendments No. [__] thereto and regulations the form of such final prospectus have been delivered by the Company to you as the representatives (the "Representatives") of the Commission thereunder (Underwriters. As used in this Agreement, "Effective Time" means the “Rules date and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been time as of which such registration statement was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) statement or amendments thereof before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus as of the Effective Time pursuant to paragraph (including any preliminary prospectus supplementb) relating to of Rule 430A of the Securities Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “with any changes thereto

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the with, each Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that:: 2 (a) (i) A registration statement of the Company on Form S-1 (File No. 333-15364529959) (including all pre-effective amendments thereto, relating to the “Initial Registration Statement”) in respect of the Securities Shares has been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement and any amendments, and all forms of the related prospectuses contained therein, previously filed by this Agreement the Company with the Commission have been delivered to be filed you and the Company has consented to the Underwriter's use of such copies for the purposes permitted by the Securities Act. Such registration statement, including the prospectus, Part II and all exhibits thereto, as amended at the time when it shall become effective, is herein referred to as the "Registration Statement," and the prospectus included as part of the Registration Statement on file with the Commission that discloses all the information that was omitted from the prospectus on the effective date pursuant to Rule 430A of the Rules and Regulations with any changes contained in any prospectus filed with the Commission by the Company with your consent after the effective date of the Registration Statement, is herein referred to as the "Final Prospectus." Such amendments to such Registration Statement as may have been required prior to the date hereof have been filed with the Commission; and the Company will file such additional amendments to such Registration Statement and such amended prospectuses as may hereafter be required. If the Registration Statement has been declared effective under the Securities Act by the Commission, the Company has prepared and will promptly file with the Commission the information omitted from the Registration Statement pursuant to Rule 430A(a) of the Rules and Regulations as part of an amendment or supplement to the prospectus pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale or as part of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any a post-effective amendment thereto or to the Rule 462(b) Registration Statement, if any, Statement (including an amended prospectus); otherwise the Company has been issued prepared and no proceeding for that purpose or pursuant will promptly file an amendment to Section 8A of the Securities Act has been initiated or threatened by the CommissionRegistration Statement (including an amended prospectus). The prospectus filed included as part of the registration statement in the form in which it has most recently been filed with the Commission Registration Statement on or prior to the date of this Agreement and when the Registration Statement became effective is referred to herein as the "Effective Prospectus"; any prospectus subject to completion included in the Registration Statement or of the Company and in any preliminary prospectus (including any preliminary prospectus supplement) relating amendments thereto prior to the Securities filed with effective date of the Registration Statement is referred to herein as a "Pre-Effective Prospectus." For purposes of this Agreement, "Rules and Regulations" mean the rules and regulations adopted by the Commission pursuant to under either the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and "affiliate" shall have the definition specified in Rule 424(b) 405 of the Rules and Regulations is hereinafter called a “Regulations.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: (a) (i) A registration statement of the Company on Form S-1 S-3 (File No. 333-15364552708) (including all pre-effective amendments theretosetting forth information with respect to the Company, the “Initial Registration Statement”Securities and the Conversion Shares has (i) been prepared by the Company in respect conformity with the requirements of the Securities has been filed with Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933thereunder (collectively, as amended (the “Securities Act”). The Company meets , (ii) been filed with the requirements for use of Form S-1 Commission under the Securities Act and (iii) become effective under the Securities Act, and the Base Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”). Copies of such registration statement (and any amendments thereto) and all exhibits thereto have been delivered by the Company to you as the Representative of the Underwriters (the “Representative”). As used in this Agreement, (i) “Registration Statement” means the Registration Statement on Form S-3 (File No. 333-52708), when it became effective under the Act, and as from time to time amended or supplemented thereafter (or if any post-effective amendment to the Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, then the time that the most recent such amendment has been declared or become effective by the Commission); (ii) “Effective Time” means the date and the time as of which such Registration Statement was declared effective by the Commission; (iii) “Effective Date” means the date of the Effective Time; (iv) “Base Prospectus” means the prospectus (together with all documents incorporated therein by reference), dated March 1, 2001 and included in Registration Statement No. 333-52708; (v) “Supplemental Prospectus” means the prospectus supplement (together with all documents incorporated therein by reference), dated October 16, 2003, relating to the Securities and the Conversion Shares; (vi) “Preliminary Prospectus” means any preliminary form of the Prospectus (including any supplement thereto) which has been filed pursuant to Rule 424 of the Rules and Regulations (as hereinafter defined) and (vii) “Prospectus” means the Base Prospectus and the Supplemental Prospectus relating to the Securities and the Conversion Shares, as filed with the Commission pursuant to paragraph (b) of Rule 424 of the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in If the form heretofore delivered Company has filed an abbreviated registration statement to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the register additional Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and (the Rules and Regulations (a “Rule 462(b) 462 Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof), no other document with respect then any reference herein to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Reference made herein to the Preliminary Prospectus as amended or supplemented shall include, without limitation, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities and the Conversion Shares filed with the Commission pursuant to Rule 424(b) 424 of the Rules and Regulations that amends or supplements the Prospectus. Reference made herein to the Registration Statement or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, (i) the several Underwriters and (ii) in the case of clauses (a), (b), (c), (j) and (n) and the second sentence of clause (g) below only, the Selling Stockholders (it being understood and agreed that such representations and warranties to the Selling Stockholders are being made solely in connection with the Underwriter that as sale of the date hereofShares under this Agreement and subject to the last sentence of Section 9(a)), the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement The Company meets the registrant requirements for use of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to S-3 under the Securities Act of 1933, as amended (the “"Act"). A registration statement on Form S-3 (File No. 333-12787), including a form of prospectus relating to the Shares, has been filed by the Company pursuant to the Act with the Securities Act”and Exchange Commission (the "Commission"). The Company meets may have filed one or more amendments thereto, including the requirements for use related Preliminary Prospectus (as defined below), each of Form S-1 which (other than documents incorporated by reference therein) has previously been furnished to you. The Company will file with the Commission either (i) prior to effectiveness of such registration statement, a further amendment to such registration statement (including the form of final prospectus relating to the Shares) or (ii) after effectiveness of such registration statement, a final prospectus relating to the Shares in accordance with Rules 430A and 424(b)(1) or (4) under the Securities Act. In the case of clause (ii), the Company has included or shall include in such registration statement, as amended at the Effective Time (as defined below), all information (other than information permitted to be omitted from such registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information")) required by the Act and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each ") to be included in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document final prospectus with respect to the offer Shares and sale the offering thereof. As filed, such amendment and form of the Securities has heretofore been filed final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with the Commission. No stop order suspending the effectiveness of the Initial Registration Statementall other such required information, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior respect to the date of this Agreement Shares and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating offering thereof, and, except to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “extent you shall

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A Registration Statement on Form S-3 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the U.S. Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Copies of such Registration Statement and any each of the amendments thereto have been delivered by the Company to you, as the Representatives. As used in this Agreement, "Effective Time" means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statementRegistration Statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such Registration Statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the Registration Statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus in the form first used to confirm sales of Stock. Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any documents filed under the Exchange Act after the applicable effective date of the Registration Statement that are incorporated by reference in the Registration Statement. If the Company has filed an abbreviated Registration Statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: 2 (a) (i) A registration statement of the Company on Form S-1 with respect to the Stock has (File No. 333-153645i) (including all pre-effective amendments thereto, been prepared by the “Initial Registration Statement”) Company in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission thereunder (the “Rules "COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and Regulations”)(iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereofRegulations; "REGISTRATION STATEMENT" means such registration statement, no other document with respect to as amended at the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration StatementEffective Time, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "PROSPECTUS" means such final prospectus in the respective form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, and agrees with with, the Underwriter that Underwriters that, as of the date hereof, hereof and as of the Applicable Time Closing Date and each Option Closing Date (all as hereinafter defined) thatDate, if any: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments theretohas carefully prepared, the “Initial Registration Statement”) pursuant to and in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Rules and Regulations”) by the Securities and Exchange Commission (the “SEC”), and has filed with the SEC a registration statement on Form S-3 (File No. 333-120595) which has been declared effective, including a base prospectus relating to common stock, common stock warrants, preferred stock and debt securities of the Company (the “Base Prospectus”), for registration of the Shares under the 1933 Act and the offering thereof from time to time in accordance with Rule 415 of the 1933 Act Rules and Regulations. At the time of filing the Registration Statement the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the 1933 Act. The Company meets and the offering of the Shares in the registration statement meet the requirements for use of Form S-1 S-3 under the Securities 1933 Act. At the time the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c) under the 1000 Xxx) made any offer relating to the Shares in reliance on the exemption in Rule 163, and at the Applicable Time (as defined below), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the 1933 Act. The documents incorporated by reference in the Base Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were filed with the SEC, complied in all material respects with the requirements of the 1934 Act, and the rules and regulations of the Commission promulgated thereunder (the “1934 Act Rules and Regulations”). The Initial Registration Statement ) and none of such documents, when they were filed with the SEC, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Pricing Prospectus or Prospectus (each as defined below), when such documents were or are filed with SEC, conformed or will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Rules and Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of registering additional shares of Common Stock and in connection with which this Agreement is included or incorporated therein by reference as an exhibit) including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, are referred to herein as the “Registration Statement.” The term “Registration Statement” also means the registration statement as amended by a post-effective amendment thereto, each and includes any abbreviated registration statement prepared and filed with the SEC in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to accordance with Rule 462(b) under the Securities 1933 Act (an “Abbreviated Registration Statement”). The time at which the Registration Statement became effective is referred to herein as the “Effective Date.” The Company proposes to prepare and file with the SEC, pursuant to Rule 424 under the 1933 Act, a supplement to the Base Prospectus (the “Prospectus Supplement”) included in the Registration Statement that will describe the issuances of the Shares pursuant to this Agreement, the sale and plan of distribution of the Shares and additional information concerning the Company and its business. The Company may, from time to time, prepare and file with the SEC pursuant to Rule 430, 430A or 430B under the 1933 Act Rules and Regulations a preliminary Prospectus Supplement (each a “Rule 462(bPreliminary Prospectus”) containing the Base Prospectus included as part of the Registration Statement”) , as supplemented by a Preliminary Prospectus, and (y) including the documents incorporated in such Preliminary Prospectus by reference, relating to the Shares. The Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) contemplated by this Agreement is hereinafter called the “Pricing Prospectus;” such final prospectus, including the final prospectus supplement relating to be the Shares, in the form first filed pursuant to Rule 424(b) under the 1933 Act, is hereinafter called the “Prospectus;” and any “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus;” and all references to the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”). Each Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Rules and Regulations in accordance with Section 3(a) hereofand each Preliminary Prospectus, no other document with respect Pricing Prospectus, Issuer Free Writing Prospectus and the Prospectus delivered to the offer and sale of Underwriters for use in connection with this offering was identical to the Securities has heretofore been electronically transmitted copies thereof filed with the Commission. No Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. For the purposes of this Agreement, the “Applicable Time” is 4:30 p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by the Issuer Free Writing Prospectuses and other documents listed in Annex A hereto, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Annex B hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in strict conformity with information furnished in writing to the Company by Stifel expressly for use therein. (ii) Neither the SEC nor any state or other jurisdiction or other regulatory body has issued, and neither is, to the knowledge of the Company, threatening to issue, any stop order under the 1933 Act or other order suspending the effectiveness of the Initial Registration Statement (as amended or supplemented) or preventing or suspending the use of any Prospectus Supplement, Preliminary Prospectus, Issuer Free Writing Prospectus or Prospectus or suspending the qualification or registration of the Shares for offering or sale in any jurisdiction, nor instituted or, to the knowledge of the Company, threatened to institute proceedings for any such purpose. The Prospectus and each Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus, as of the applicable date of issue, and the Registration Statement and any amendments thereto as of the applicable effective date, contain or will contain, as the case may be, all statements which are required to be stated therein by, and in all material respects conform or will conform, as the case may be, to the requirements of, the 1933 Act and the 1933 Act Rules and Regulations. Neither the Registration Statement nor any amendment thereto, as of the applicable effective date, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and neither the Prospectus, nor any Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus, at the applicable date of issue, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, any post-effective amendment thereto Prospectus Supplement, Preliminary Prospectus, Issuer Free Writing Prospectus or the Rule 462(b) Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company relating to the Underwriters by or on behalf of the Underwriters expressly for use in the preparation thereof (as provided in this Agreement). There is no contract or document required to be described in the Registration Statement, if any, has been issued and no proceeding for that purpose the Pricing Prospectus or pursuant the Prospectus or to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus be filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior an exhibit to the date of this Agreement and any prospectus subject to completion included in the Registration Statement that is not described or filed as required. Any future documents incorporated by reference so filed, when they are filed, will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Rules and Regulations; no such incorporated document contained or will contain any preliminary prospectus untrue statement of a material fact or omit or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, when read together and with the other information in the Pricing Prospectus or the Prospectus, at the time the Registration Statement became effective, at the Applicable Time and at the Closing Date, each such incorporated document did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (including any preliminary prospectus supplementiii) This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (the Securities filed with “Exceptions”). (iv) The Company and its “subsidiaries” (as defined in Section 4(a)(vii) hereof) have been duly incorporated or organized and are validly existing as corporations or organizations in good standing under the Commission pursuant to Rule 424(b) laws of the Rules states or other jurisdictions in which they are incorporated or organized, with full power and Regulations is hereinafter called authority (corporate and other) to own, lease and operate their properties and conduct their businesses as described in the Pricing Prospectus and the Prospectus and, with respect to the Company, to execute and deliver, and perform the Company’s obligations under, this Agreement; the Company and its subsidiaries are duly qualified to do business as foreign corporations or organizations in good standing in each state or other jurisdiction in which their ownership or leasing of property or conduct of business legally requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect. The term “Material Adverse Effect” as used herein means any material adverse effect on the condition (financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its subsidiaries, taken as a whole.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3, Registration No. 333-_____, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ") and the rules and regulations (the "Rule and Regulations") of the United States Securities and Exchange Commission thereunder (the “Rules "Commission") thereunder, (ii) been transmitted electronically for filing with the Commission under the Securities Act and Regulations”)(iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be filed Effective Time, including all information contained in the final prospectus transmitted for filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect the provisions hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed Regulations; and "Prospectus" means such final prospectus, as first transmitted for filing with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “), or

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 (333-7303), and any amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each amendment thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and (y) all information contained in the Prospectus (as defined below) contemplated by this Agreement to be final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments Xx. 0, Xx. 0, Xx. 0 and No. 4 thereto, with respect to the Stock have (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ") and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any the amendments thereto have been delivered by the Company to you as the Lead Managers (the "Lead Managers") of the International Managers. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Lead Managers pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5 hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations Regulations. If the Company has filed or is hereinafter called required pursuant to the terms hereof to file a “registration statement pursuant to Rule 462(b) under the Securities Act registering additional shares of Common Stock (a "Rule 462(b)

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Placement Agents that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (Registration No. 333-114133) on Form S-3 for the registration of equity securities of the Company, including the Securities, which has been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the SEC. Such registration statement has been declared effective by the SEC. The Company meets the requirements for use of Form S-1 S-3 under the Securities 1933 Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the rules exhibits, financial statements and regulations schedules thereto have heretofore been delivered by the Company to you. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities 1933 Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to will be filed pursuant to promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the CommissionRegulations. No stop order suspending the effectiveness of the Initial The term “Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed ” as part of used herein means the registration statement in as amended at the form in which time it has most recently been filed with became effective under the Commission on or prior to 1933 Act (the date of this Agreement “Effective Date”), including financial statements and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if applicable, the information deemed to be included by Rule 424(b) 430A of the 1933 Act Rules and Regulations Regulations. If an abbreviated registration statement is hereinafter called a “prepared and filed with

Representations, Warranties and Agreements of the Company. (A) The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) several Underwriters that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (File No.333-237843), including a prospectus, relating to the Shares. The registration statement relating to the Shares, as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company meets , is hereinafter referred to as the requirements for use of Form S-1 “Registration Statement.” Any preliminary prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities ActAct prior to or on the date hereof is a “Preliminary Prospectus.” The Preliminary Prospectus that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter referred to as the “Pricing Prospectus.” The final prospectus relating to the Shares, and the rules and regulations of as filed with the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered pursuant to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of Rule 424(b) under the Securities Act and is hereafter referred to as the Rules and Regulations“Prospectus”. Other than (x) a If the Company has filed abbreviated registration statement, if any, increasing the size of the offering filed statements to register additional Ordinary Shares pursuant to Rule 462(b) under the Securities Act and (the Rules and Regulations (a “Rule 462(b) 462 Registration Statements”), then any reference herein to the terms “Registration Statement”) and (y) ” shall be deemed to include the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to corresponding Rule 424(b) of the Rules and Regulations 462 Registration Statement. The Company has filed, in accordance with Section 3(a) hereof, no other document with respect to the offer and sale 12 of the U.S. Securities has heretofore been filed with Exchange Act of 1934, as amended (the Commission. No stop order suspending “Exchange Act”), a registration statement on Form 8-A to register the effectiveness of Shares (the Initial “Form 8-A Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission”). The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date For purposes of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Agreement:

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-11 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as with, each of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: (a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (i) A registration statement of the Company “Securities Act”), on Form S-1 S-3 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”227404) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant not earlier than three years prior to the Securities Act date of 1933this Agreement; such registration statement, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared became effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, on filing; no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, such registration statement or any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The , and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the various parts of such registration statement, including all exhibits thereto (other than the Statement of Eligibility and Qualification on Form T-1) and including any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by Rule 430B under the Securities Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the base prospectus filed as part of the registration statement Registration Statement, in the form in which it has was most recently been filed with the Commission on or prior to or on the date of this Agreement and any Agreement, is hereinafter called the “Base Prospectus”; the final prospectus subject supplement to completion included such prospectus (including the Base Prospectus) relating to the Securities, in the Registration Statement form filed or to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Securities, in the form filed or to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations ), is hereinafter called a “Preliminary Prospectus”; the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined in Section 1(e) hereof), including, without limitation, any Preliminary Prospectus relating to the Securities, is hereinafter called the “Pricing Prospectus”; any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder, on or before the date of this Agreement or the issue date of any such prospectus; any reference to “amend,” “amendment,” “supplement” or similar terms with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act or the Securities Act, as the case may be, after the date of this Agreement or the issue date of any such prospectus which are deemed to be incorporated by reference therein; and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities that (x) is required to be filed with the Commission by the Company or (y) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or the offering that does not reflect the final terms is hereinafter called an “Issuer Free Writing Prospectus”; (b) The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when they were filed with the Commission or became effective, as the case may be, conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when such documents are filed with the Commission or become effective, as the case may be, will conform in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (c) The Registration Statement, any Preliminary Prospectus and the Pricing Prospectus conform, and the Prospectus and any post-effective amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; and (i) the Registration Statement and any amendment thereto, as of their applicable effective dates relating to the Securities, did not and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any Preliminary Prospectus, the Pricing Prospectus, the Prospectus and any amendment or supplement thereto, as of their issue dates, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) the Prospectus and the Prospectus as amended or supplemented, if applicable, at the Time of Delivery (as defined in Section 2 hereof), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; (d) The Company has been, and continues to be, a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), and has not been, and continues not to be, an “ineligible issuer” (as such term is defined in Rule 405 under the Securities Act), in each case as from the earliest time after the filing of the Registration Statement that the Company or another offering participant made a “bona fide” offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities; (e) As used herein, the “Disclosure Package” means, collectively, (i) the Pricing Prospectus, (ii) the Final Term Sheet prepared and filed pursuant to Section 5(b) hereof and (iii) any other Issuer Free Writing Prospectus that is identified on Schedule III(A) hereto; and the “Applicable Time” means 2:45 p.m. (New York City time) on the date of this Agreement. The Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus identified on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) you that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) pursuant to a registration statement (Registration No. 333-184476) that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the applicable rules and regulations of the Commission thereunder (the “Rules and Regulations”)) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or will be delivered to the Dealer Manager. The Initial registration statement and the prospectus contained therein, as finally amended at the effective date of the registration statement (the “Effective Date”), are respectively hereinafter referred to as the “Registration Statement Statement” and any the “Prospectus,” except that if the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) , the Prospectus (as defined below) contemplated by this Agreement to be term “Prospectus” includes the prospectus filed pursuant to Rule 424(b) or the prospectus included in such post-effective amendment. The term “Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as Resource Securities, Inc. 1 Dealer Manager Agreement contemplated by Rule 430 or Rule 430A of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, included at any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed time as part of the Registration Statement. If a separate registration statement in is filed and becomes effective solely with respect to shares of the form in which it has most recently been filed with Company’s common stock offered pursuant to the Commission on or prior DRP, the terms “Registration Statement” and “Prospectus” shall also refer to such registration statement and prospectus contained therein from and after the date of this Agreement effectiveness of such registration statement, as such registration statement and any prospectus subject may be amended or supplemented from time to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “time.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 and any amendments thereto with respect the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rules and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to the Securities Act of 1933thereunder, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of ii) been filed with the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and the amendments thereto have been delivered by the Company to you as the lead managers (the "Lead Managers") of the International Managers. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post- effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Lead Managers pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5 hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (Regulations and including any preliminary prospectus supplement) relating to the Securities registration statement registering additional shares of Common Stock filed with the Commission pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Notes has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets , and the requirements for use rules and regulations (the "Rules and Regulations") of Form S-1 the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the rules Securities Act (other than any Rule 462 Registration Statement to be filed after the execution of this Agreement which will become effective no later than the day after the execution of this Agreement). Copies of such registration statement and regulations each of the Commission thereunder (amendments thereto have been delivered by the “Rules Company to you. As used in this Agreement, "Effective Time" means the date and Regulations”). The Initial Registration Statement and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus, included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Underwriters pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or including all material incorporated by reference therein, as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants toits Subsidiary, represent and agrees warrant to and agree with the each Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File Registration No. 333-15364525325) (on Form S-1 with respect to the Shares, including all pre-effective a preliminary prospectus, and such amendments theretoto such registration statement as may have been required to the date of this Agreement, has been prepared by the “Initial Registration Statement”) Company pursuant to and in respect conformity with the requirements of the Securities has been filed with Act of 1933 (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the “"Commission”") pursuant to thereunder (except that the Securities Act registration statement and the preliminary prospectus as filed with the Commission on April 17, 1997 did not include an estimated range of 1933, as amended (the “Securities Act”). The Company meets maximum offering price and share and per share data) and has been filed with the requirements for use of Form S-1 Commission under the Securities Act. Copies of such registration statement, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and including any post-effective amendment amendments thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet related preliminary prospectus (meeting the requirements of the Securities Act and Rule 430 or 430A of the Rules and Regulations) contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. Other than (x) If such registration statement has not become effective under the Act, a further amendment to such registration statement, if anyincluding a form of final prospectus, increasing necessary to permit such registration statement to become effective will be filed promptly by the size Company with the Commission but no later than 9:00 a.m. on the first Business Day following the date of the offering filed pursuant to Rule 462(b) this Agreement. If such registration statement has become effective under the Securities Act and Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to will be filed pursuant to promptly by the Company with the Commission in accordance with Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the CommissionRegulations. No stop order suspending the effectiveness of the Initial The term "Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed " as part of used herein means the registration statement in as amended at the form in which time it has most recently been filed with becomes or became effective under the Commission on or prior to Act (the date of this Agreement "Effective Date"), including financial statements and schedules, all exhibits and any information contained in any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and, if applicable, the information deemed to be included by Rule 430A of the Rules and Regulations. The term "Prospectus" as used herein means (1) the prospectus as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or (2) if no such filing is hereinafter called required, the form of final prospectus included in the Registration Statement at the Effective Date. The term "Preliminary Prospectus" as used herein shall mean a “preliminary prospectus as contemplated by Rule 430 or 430A of the Rules and Regulations included at any time in the Registration Statement.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the each Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company (Registration No. 333-_____) on Form S-1 (File No. 333-153645) (with respect to the Shares, including all pre-effective a preliminary prospectus, and such amendments theretoto such registration statement as may have been required to the date of this Agreement, the “Initial Registration Statement”) in respect of the Securities has been filed prepared by the Company pursuant to and in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities "Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission under the Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the Rules and Regulations) contained therein, the exhibits, financial statements and schedules have heretofore been delivered by the Company to you. If such registration statement has not become effective under the Act, a “Rule 462(b) Registration Statement”) and (y) further amendment to such registration statement, including a form of final prospectus, necessary to permit such registration statement to become effective will be filed promptly by the Prospectus (as defined below) contemplated by this Agreement Company with the Commission. If such registration statement has become effective under the Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations will be filed pursuant to promptly by the Company with the Commission in accordance with Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the CommissionRegulations. No stop order suspending the effectiveness of the Initial The term "Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed " as part of used herein means the registration statement in as amended at the form in which time it has most recently been filed with becomes or became effective under the Commission on or prior Act (the "Effective Date"), including financial statements and all exhibits and, if applicable, the information deemed to be included by Rule 430A of the date of this Agreement Rules and any Regulations. The term "Prospectus" as used herein means (i) the prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, (ii) if no such filing is hereinafter called required, the form of final prospectus included in the Registration Statement at the Effective Date or (iii) if a “Term Sheet or Abbreviated Term Sheet (as such terms are defined in Rule 434(b) and 434(c), respectively, of the Rules and Regulations) is filed with the Commission pursuant to Rule 424(b)(7) of the Rules and Regulations, the Term Sheet or Abbreviated Term Sheet and the last Preliminary Prospectus filed with the Commission prior to the time the Registration Statement became effective, taken together. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A of the Rules and Regulations included at any time in the Registration Statement. 4

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3[, and an amendment thereto,] with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement [and any the amendment thereto] have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) " means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and (y) all information contained in the Prospectus (as defined below) contemplated by this Agreement to be final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereofRegulations; "REGISTRATION STATEMENT" means such registration statement, no other document with respect to as amended at the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration StatementEffective Time, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the Registration Statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "PROSPECTUS" means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and one or more amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rules and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act, ; and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered a second registration statement on Form S-1 with respect to the Underwriter, and, excluding exhibits thereto, have been declared effective Stock (i) may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and Regulations. Other than Regulations and (xii) a registration statementif to be so prepared, if any, increasing will be filed with the size of Commission under the offering filed Securities Act pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations on the date hereof. Copies of the first such registration statement and the amendment to such registration statement, together with the form of any such second registration statement, have been delivered by the Company to you as the representatives (the "Representatives") of the U.S. Underwriters. As used in accordance with Section 3(athis Agreement, "Effective Time" means (i) hereof, no other document with respect to the offer first such registration statement, the date and sale the time as of which such registration statement, or the Securities has heretofore been most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission. No stop order suspending , and "Effective Times" is the effectiveness collective reference to both Effective Times; "Effective Date" means (i) with respect to the first such registration statement, the date of the Initial Registration StatementEffective Time of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; "Preliminary Prospectus" means each prospectus included in any post-such registration statement, or amendments thereof, before it became effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of under the Securities Act has been initiated or threatened by the Commission. The and any prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to by the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed Company with the Commission consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations is hereinafter called a “Regulations; "Primary Registration Statement" means the first registration statement referred to in this Section 1(a), as amended at its

Representations, Warranties and Agreements of the Company. The Company --------------------------------------------------------- represents and warrants to, to and agrees with each Underwriter that, and for the Underwriter that as benefit of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) thatUnderwriters only: (a) (i) A registration statement (Registration No.333-_____) on Form S-3 with respect to the Shares, including a preliminary prospectus, and such amendments to such registration statement as may have been required to the date of this Agreement, has been carefully prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) pursuant to and in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"1933 Act Rules and Regulations”") of the Securities and Exchange Commission (the "SEC"), and has been filed with the SEC under the 1933 Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. If such registration statement has not become effective under the 1933 Act, a further amendment to such registration statement, including a form of final prospectus, necessary to permit such registration statement to become effective will be filed promptly by the Company with the SEC. If such registration statement has become effective under the 1933 Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations. The Initial term "Registration Statement Statement" as used herein means the registration statement as amended at the time it becomes effective under the 1933 Act (the "Effective Date"), including financial statements and any all exhibits and, if applicable, the information deemed to be included by Rule 430A of the 1933 Act Rules and Regulations. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been such registration statement will be filed and must be declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of before the offering of Shares may commence, the term "Registration Statement" as used herein means the registration statement as amended by said post-effective amendment. If an abbreviated registration statement is prepared and filed pursuant to with the SEC in accordance with Rule 462(b) under the Securities 1933 Act and the Rules and Regulations (a “Rule 462(b) an "Abbreviated Registration Statement”) and "), the term "Registration Statement" as used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus" as used herein means (yi) the Prospectus (prospectus as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been first filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or SEC pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Rule

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: (a) (i) A registration statement of the Company on Form S-1 F-3 (File No. 333-15364581212) with respect to the Firm Shares and Option Shares has (including all pre-effective amendments thereto, i) been prepared by the “Initial Registration Statement”) Company in respect conformity with the requirements of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ") and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement ") of the United States Securities and any post-Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective amendment thereto, each in under the form heretofore delivered Securities Act; and a second registration statement on Form F-3 with respect to the Underwriter, and, excluding exhibits thereto, have been declared effective Firm Shares and the Option Shares (i) may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission on the date hereof under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations. Other than Copies of the first registration statement, including all amendments thereto, and all documents incorporated by reference in the prospectus contained therein, together with the form of any such second registration statement have been delivered by the Company to you as the representatives (xthe "Representatives") a of the Underwriters. As used in this Agreement, "Effective Time" means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; "Effective Date" means (i) with respect to the first such registration statement, the date of the Effective Time of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; "Preliminary Prospectus" means each prospectus included in any such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives in accordance with this Agreement pursuant to Rule 424(a) of the Rules and Regulations; "Primary Registration Statement" means the first registration statement referred to in this Section l(a), as amended at its Effective Time, "Rule 462(b) Registration Statement" means the second registration statement, if any, increasing referred to in this Section 1(a), as filed with the size of Commission, and "Registration Statements" means both the offering filed pursuant to Rule 462(b) under the Securities Act Primary Registration Statement and the Rules and Regulations (a “any Rule 462(b) Registration Statement”) and (y) , including in each case all information contained in the Prospectus (as defined below) contemplated by this Agreement to be final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement Registration Statements as of the Effective Time of the Primary Registration Statement pursuant to paragraph (b) of Rule 430A of the Rules and Regulations and the documents incorporated by reference in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included contained in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to Statements at the Securities time such parts of the Registration Statements became effective; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations Regulations; and any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statements shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is hereinafter called a “incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Stock have (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933, as amended, (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rules and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered ; a second registration statement on Form S-1 with respect to the Underwriter, and, excluding exhibits thereto, have been declared effective Stock (i) may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and Regulations. Other than Regulations and (xii) a registration statementif to be so prepared, if any, increasing will be filed with the size of Commission under the offering filed Securities Act pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations on the date hereof. Copies of the first such registration statement and the amendments to such registration statement, together with the form of any such second registration statement, have been delivered by the Company to you as the representatives (the "Representatives") of the U.S. Underwriters. As used in accordance with Section 3(athis Agreement, "Effective Time" means (i) hereof, no other document with respect to the offer first such registration statement, the date and sale the time as of which such registration statement, or the Securities has heretofore been most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission. No stop order suspending , and "Effective Times" is the effectiveness of collective reference to both Effective Times; "Effective Date" means (i) with respect to the Initial Registration Statementfirst such registration statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement the Effective Time of such registration statement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “ii)

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that with, each Underwriter, on and as of (i) the date hereof, Time of Sale and (ii) the Applicable Time and each Closing Date (all each such date listed in (i) and (ii), a “Representation Date”), as hereinafter defined) thatfollows: (a) (i) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company on Form S-1 (File Nomakes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. 333-153645The Pricing Disclosure Package as of the Time of Sale did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) (including all pre-effective amendments thereto, the hereof. The Registration Statement is an “Initial Registration Statement”) in respect automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities and Exchange Commission (the “Commission”) pursuant not earlier than three years prior to the Securities Act of 1933, as amended (date hereof; there is no order preventing or suspending the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities ActRegistration Statement, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and Prospectus or any post-effective amendment thereto, each in the form heretofore delivered to the UnderwriterPermitted Free Writing Prospectus, and, excluding exhibits thereto, have been declared effective by to the Commission in such form and meet the requirements knowledge of the Securities Act and the Rules and Regulations. Other than (x) a registration statementCompany, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. The prospectus ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”); the conditions to the use of Form S-3 in connection with the offering and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to (i) that part of the registration Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included omission in the Registration Statement Statement, the Prospectus or any preliminary prospectus Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Underwriter and furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus (including it being understood that such information consists solely of the information specified in Section 6(b)). (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any preliminary prospectus supplementof the Securities by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Securities, in each case other than the Basic Prospectus and the Preliminary Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). Any such free writing prospectus relating to the Securities consented to by the Representatives includes any free writing prospectus listed on Annex A hereto and is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping and that each Permitted Free Writing Prospectus, when taken together with the Pricing Disclosure Package did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Securities contemplated hereby, as initially filed with the Commission Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor any Underwriter is disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Securities, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 424(b405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations 433 under the Securities Act with respect to the offering of the Securities contemplated by the Registration Statement. (c) The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and their results of operations, stockholders’ equity and cash flows for the periods specified, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The other historical financial and statistical information and data included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, in all material respects, fairly presented. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. (e) Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries and there has not been a Material Adverse Effect (as defined below), (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is hereinafter called material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, except for such liabilities or obligations that, individually or in the aggregate, would not have a Material Adverse Effect and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except for such losses that, individually or in the aggregate, would not have a Material Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on the earnings, business, properties, condition (financial or otherwise), results of operations or prospects of the Company and its subsidiaries taken as a whole.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Placement Agents that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement, as amended (Registration No. 333-126350), on Form S-3 for the registration of equity securities of the Company, including the Securities, which has been prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations thereunder (the "1933 Act Rules and Regulations") of the SEC. Such registration statement has been declared effective by the SEC. The Company meets the requirements for use of Form S-1 S-3 under the Securities 1933 Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A or 430B of the 1933 Act Rules and Regulations) contained therein, and the rules exhibits, financial statements and regulations schedules thereto have heretofore been delivered by the Company to you. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A or 430B of the Commission thereunder (the “1933 Act Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective Regulations will be filed promptly by the Commission Company with the SEC in such form and meet the requirements accordance with Rule 424(b) of the Securities 1933 Act and the Rules and Regulations. Other than The term "Registration Statement" as used herein means the registration statement as amended at the time it became effective under the 1933 Act (x) a registration statementthe "Effective Date"), including financial statements and all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and, if anyapplicable, increasing the size information deemed to be included by Rule 430A or 430B of the offering 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed pursuant to with the SEC in accordance with Rule 462(b) under the Securities 1933 Act and the Rules and Regulations (a “Rule 462(b) an "Abbreviated Registration Statement”) and (y) "), the Prospectus (term "Registration Statement" as defined below) contemplated by used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus" as used herein means the prospectus constituting a part of the Registration Statement and included in the Registration Statement at the Effective Date, as supplemented by each prospectus supplement relating to be the offering of the Securities, including any such prospectus supplement filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations (the "Prospectus Supplement") and including any information and documents included therein from time to time by reference pursuant to Item 12 of Form S-3 under the 1933 Act. The term "Preliminary Prospectus" as used herein shall mean a preliminary prospectus as contemplated by Rule 430 or 430A or 430B of the 1933 Act Rules and Regulations included at any time in accordance with Section 3(a) hereofthe Registration Statement, no other document with respect including any such preliminary prospectus supplement relating to the offer Securities filed by the Company pursuant to the 1933 Act containing a "subject to completion" legend as described in paragraph 10 of Item 501 of Regulation S-K of the 1933 Act Rules and Regulations. The term "Free Writing Prospectus" as used herein shall have the meaning set forth in Rule 405 of the 1933 Act. The term "Issuer Free Writing Prospectus" as used herein shall have the meaning set forth in Rule 433(h) of the 1933 Act Rules and Regulations. The term "Disclosure Package" as used herein shall mean the Preliminary Prospectus as most recently amended or supplemented immediately prior to the Closing, together with the Issuer Free Writing Prospectuses identified in Schedule IV hereto, if any, and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. The Preliminary Prospectus, any Issuer Free Writing Prospectus required to be filed pursuant to Rule 433(d) of the 1933 Act Rules and Regulations and the Prospectus delivered to the Placement Agents for use in connection with the issuance and sale of the Securities has heretofore have been filed and will be identical to the respective versions thereof transmitted to the SEC for filing via the Electronic Data Gathering Analysis and Retrieval System ("XXXXX"), except to the extent permitted by Regulation S-T. For purposes of this Agreement, the words "amend," "amendment," "amended," "supplement" or "supplemented" with respect to the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, the Prospectus, any post-effective amendment thereto Free Writing Prospectus or the Rule 462(b) Disclosure Package shall mean amendments or supplements to the Registration Statement, if anythe Prospectus, has been issued and no proceeding for that purpose any Free Writing Prospectus or pursuant to Section 8A of the Securities Act has been initiated or threatened by Disclosure Package, as the Commission. The prospectus case may be; as well as documents filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to after the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating prior to the Securities filed with the Commission pursuant to Rule 424(b) completion of the Rules distribution of the Securities and Regulations is hereinafter called a “incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that Underwriters that, unless otherwise specified below, on and as of the date hereof, to and including the Applicable Time and each Closing Delivery Date (all as hereinafter defined) that:defined below): (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to an automatic shelf registration statement on Form S-3 (File Nos. 333-131761, 000-000000-00 and 333-131761-02) (the “Registration Statement”), which registration statement became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended (the “Securities Act”). The Such registration statement covers the registration of the Shares (among others) under the Securities Act and has (i) been prepared by the Company meets in conformity in all material respects with the requirements for use of Form S-1 the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Copies of the Registration Statement and all exhibits thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the rules and regulations time as of which each part of the Commission thereunder registration statement on Form S-3 (File Nos. 333-131761, 000-000000-00 and 333-131761-02) (the “Rules and RegulationsLatest Registration Statement”). The Initial Registration Statement and any ) or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing became effective; “Effective Date” means the size date of the offering filed pursuant to Rule 462(b) Effective Time; “Preliminary Prospectus” means each prospectus included in the Latest Registration Statement, or amendments thereof, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Rules and Regulations (a Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Shares; the term “Rule 462(b) Registration Statement”) and (y) ” means such Latest Registration Statement, as amended as of the Prospectus Effective Time, including the Incorporated Documents (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Shares filed with the Commission pursuant to Rule 424(b) of the Rules Securities Act and Regulations is hereinafter called deemed to be a part of such registration statement as of the Effective Time pursuant to Rule 430A or Rule 430B of the Securities Act; and “Prospectus” means the prospectus and prospectus supplement relating to the Shares in the form first used to confirm sales of the Shares (or in the form made available to the Underwriters by the Company to meet requests of purchasers) pursuant to Rule 172 or Rule 173 of the Securities Act.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, to and agrees with the Underwriter that Underwriters, as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) thatfollows: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-15364587533) (including all pre-effective amendments thereto, the “Initial "Registration Statement”") in with respect of to the Securities Shares, including a prospectus subject to completion, has been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act, and has been filed with the Commission. Any amendments to such registration statement and any amended prospectuses subject to completion, as may have been required prior to the date hereof, have been similarly prepared and filed with the Commission. The Company will file any additional amendments to the Registration Statement and any amended prospectuses subject to completion, as may hereafter be required. The Company meets the requirements for use of a registration statement on Form S-1 under the Securities Act, and the rules and regulations S-1. Copies of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, amendments and copies of each in the form heretofore related prospectus subject to completion have been delivered to you. If the Underwriter, and, excluding exhibits thereto, have Registration Statement has been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act by the Commission, the Company will prepare and promptly file with the Rules and Regulations (a “Rule 462(b) Commission the information omitted from the Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed Statement pursuant to Rule 424(b430A(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale or as part of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any a post-effective amendment thereto or to the Rule 462(b) Registration Statement (including a final form of prospectus). If the Registration Statement has not been declared effective under the Securities Act by the Commission, the Company will prepare and promptly file a further amendment to the Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A including a final form of the Securities Act has been initiated or threatened by the Commissionprospectus. The prospectus filed term "Registration Statement" as part of the registration statement used in this Agreement shall mean such Registration Statement, including financial statements, schedules and exhibits, in the form in which it has most recently been filed with became or becomes, as the Commission on or prior case may be, effective (including, if the Company omitted information from the Registration Statement pursuant to Rule 430A(a) of the Rules and Regulations, the information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations) and, in the event of any amendment thereto after the effective date of such Registration Statement, shall also mean (from and after the effectiveness of such amendment) such Registration Statement as so amended. The term "Prospectus" as used in this Agreement shall mean the prospectus relating to the date of this Agreement and any prospectus subject to completion Shares as included in the Registration Statement or at the time it becomes effective (including, if the Company omitted information from the Registration Statement pursuant to Rule 430A(a) of the Rules and Regulations, the information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations), except that if any preliminary revised prospectus (including any preliminary prospectus supplement) relating shall be provided to the Securities Underwriters by the Company for use in connection with the offering of the Shares that differs from the Prospectus on file with the Commission at the time the Registration Statement became or becomes, as the case may be, effective (whether or not such revised prospectus is required to be filed with the Commission pursuant to Rule 424(b424(b)(3) of the Rules and Regulations Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is hereinafter called a “first provided to the Underwriters for such use.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets , and the requirements for use rules and regulations (the "Rules and Regulations") of Form S-1 the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the rules Securities Act. Copies of such registration statement and regulations each of the Commission thereunder (amendments thereto have been delivered by the “Rules Company to you. As used in this Agreement, "Effective Time" means the date and Regulations”). The Initial Registration Statement and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Underwriters pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued documents incorporated by reference therein at such time and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments theretoS-3, relating, among other things, to the “Initial Registration Statement”) Stock and the offer and sale thereof from time to time in respect of the Securities has been filed accordance with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment amendments thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have has (i) been declared effective prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the rules and regulations (the “Rules and Regulations. Other than (x”) a registration statement, if any, increasing the size of the offering Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed pursuant to Rule 462(b) with the Commission under the Securities Act and (iii) become effective under the Rules Securities Act. Copies of such registration statement, and Regulations (a each of the amendments thereto have been delivered by the Company to the Underwriters. As used in this Agreement, “Rule 462(b) Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Base Prospectus” means each prospectus included in such registration statement, or amendments thereof, at the Effective Time; “Registration Statement”) and (y) ” means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time. As provided in Section 6(a), a final prospectus supplement to the Prospectus (as defined below) contemplated by this Agreement to reflecting the terms of the offering of the Stock and the other matters set forth therein will be prepared and filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of 424 under the Securities has heretofore been filed with Act. “Prospectus Supplement” means the Commission. No stop order suspending the effectiveness of the Initial Registration Statementfinal prospectus supplement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been first filed with the Commission on or prior to after the date of this Agreement pursuant to Rule 424 under the Securities Act; “Prospectus” means the Prospectus Supplement, together with the accompanying Base Prospectus and any prospectus subject and all information incorporated by reference therein at such time, in the form first used to completion included confirm sales of Stock. Reference made herein to any Base Prospectus, Prospectus Supplement or to the Prospectus shall be deemed to refer to and include all documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Base Prospectus, Prospectus Supplement or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as the case may be, and incorporated by reference in such Base Prospectus, Prospectus Supplement or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement or shall be deemed to include any preliminary prospectus (including any preliminary prospectus supplement) relating to annual report of the Securities Company filed with the Commission pursuant to Rule 424(bSection 13(a) or 15(d) of the Rules and Regulations Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, to and agrees with the each Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File No. 333-153645333- ) (with respect to the Shares, including all pre-effective amendments theretoa prospectus, the “Initial Registration Statement”) in respect of the Securities has been filed prepared by the Company in material conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”"ACT"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the applicable rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") under the Act and has been filed with the Rules and Regulations. Other than (x) a Commission; such amendments to such registration statement, if any, increasing the size of the offering filed such amended prospectuses and such abbreviated registration statements pursuant to Rule 462(b) under the Securities Act and of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments together with each exhibit filed therewith, of each related prospectus (a “the "PRELIMINARY PROSPECTUSES") and of any abbreviated registration statement pursuant to Rule 462(b) Registration Statement”) of the Rules and (y) Regulations have been delivered to you. If the Prospectus (as defined below) contemplated registration statement relating to the Shares has been declared effective under the Act by this Agreement to be filed the Commission, the Company will prepare and promptly file with the Commission, pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale or as part of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any a post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to a final form of prospectus), the Securities filed with information omitted from the Commission registration statement pursuant to Rule 424(b430A(a) of the Rules and Regulations is hereinafter called or, if Cruttenden Roth Xxxorporated, on behalf of the several Underwriters, shall agree to the utilization of Rule 434 of the Rules and Regulations, the information required to be included in any term sheet filed pursuant to Rule 434(b) or (c), as applicable, of the Rules and Regulations. If the registration statement relating to the Shares has not been declared effective under the Act by the Commission, the Company will prepare and promptly file an amendment to the registration statement, including a “final form of prospectus, or, if Cruttenden Roth Xxxorporated, on behalf of the several Underwriters, shall agree to the utilization of Rule 434 of the Rules and Regulations, the information required to be included in any term sheet filed pursuant to Rule 434(b) or (c), as applicable, of the Rules and Regulations.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as of the date hereofwith, the Applicable Time and each Closing Date (all as hereinafter defined) several Underwriters that: (a) (i) A registration statement of the Company on Form S-1 S-3 (File No. 333-15364514467) with respect to an aggregate of $300,000,000 initial public offering price of debt securities (including the Notes) (including all pre-effective amendments thereto, the “Initial Registration Statement”i) in respect of the Securities has been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities "Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) has been filed with the Commission under the Act and (iii) has become effective under the Act and either is not proposed to be amended or is proposed to be amended by amendment or post-effective amendment. The Initial Registration Statement If any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and any delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. Copies of such registration statement as amended to date have been delivered by the Company to you. For purposes of this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing before it became effective under the size Act and any prospectus filed with the Commission by the Company with the consent of the offering filed Underwriters pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect prior to the offer and sale filing of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Prospectus; "Registration Statement" means such registration statement, as amended at the Effective Time, including any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for documents incorporated by reference therein but excluding that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement that constitutes the Statement of Eligibility and Qualification ("Form T- 1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"), of the Trustee; "Prospectus" means the prospectus relating to the Notes, in the form in which it has most recently been filed filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement Agreement; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any prospectus subject reference to completion included any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement or Statement; and any preliminary prospectus (including any preliminary prospectus supplement) relating reference to the Securities Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Notes in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the Rules and Regulations is hereinafter called a “date of such filing. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with with, the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3 (No. 333-129338), and amendments thereto, and related preliminary prospectuses for the registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder Shares which registration statement, as so amended (the “Rules and Regulations”). The Initial Registration Statement and any including post-effective amendment theretoamendments, each in the form heretofore delivered to the Underwriterif any), and, excluding exhibits thereto, have has been declared effective by the Commission in such form and meet copies of which have heretofore been delivered to the requirements of the Securities Act and the Rules and RegulationsUnderwriter. Other than (x) a The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any, increasing the size ) deemed to be part of the offering registration statement at the time of effectiveness pursuant to Rule 430A or 434(d) under the Securities Act, is hereinafter referred to as the “Registration Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations registering additional shares of Common Stock (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) and (yRegistration Statement. Other than a Rule 462(b) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereofRegistration Statement, which, if filed, becomes effective upon filing, no other document with respect to the offer and sale of the Securities Registration Statement has heretofore been filed with the Commission. No stop order suspending the effectiveness All of the Initial Shares have been registered under the Securities Act pursuant to the Registration StatementStatement or, if any post-effective amendment thereto or the Rule 462(b) Registration StatementStatement is filed, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of will be duly registered under the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “filing

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including in conformity in all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed material respects with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission thereunder (the “Rules "COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and Regulations”)(iii) become effective under the Securities Act. The Initial Registration Statement registration statement contains two prospectuses to be used in connection with the offering and any sale of the Stock: the U.S. prospectus, to be used in connection with the offering and sale of Stock in the United States and Canada to United States and Canadian Persons, and the international prospectus, to be used in connection with the offering and sale of Stock outside the United States and Canada to persons other than United States and Canadian Persons. The international prospectus is identical to the U.S. prospectus except for the outside front cover page and the section entitled "Underwriting". Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereofRegulations; "REGISTRATION STATEMENT" means such registration statement, no other document with respect to as amended at the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration StatementEffective Time, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "PROSPECTUS" means the U.S. prospectus and the international prospectus in the respective forms first used to

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, (i) the several Underwriters and (ii) in the case of clauses (a), (b), (c), (j) and (n) and the second sentence of clause (g) below only, the Selling Stockholders (it being understood and agreed that such representations and warranties to the Selling Stockholders are being made solely in connection with the Underwriter that as sale of the date hereofShares under this Agreement and subject to the last sentence of Section 9(a)), the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement The Company meets the registrant requirements for use of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to S-3 under the Securities Act of 1933, as amended (the “"Act"). A registration statement on Form S-3 (File No. 333-12787), including a form of prospectus relating to the Shares, has been filed by the Company pursuant to the Act with the Securities Act”and Exchange Commission (the "Commission"). The Company meets may have filed one or more amendments thereto, including the requirements for use related Preliminary Prospectus (as defined below), each of Form S-1 which (other than documents incorporated by reference therein) has previously been furnished to you. The Company will file with the Commission either (i) prior to effectiveness of such registration statement, a further amendment to such registration statement (including the form of final prospectus relating to the Shares) or (ii) after effectiveness of such registration statement, a final prospectus relating to the Shares in accordance with Rules 430A and 424(b)(1) or (4) under the Securities Act. In the case of clause (ii), the Company has included or shall include in such registration statement, as amended at the Effective Time (as defined below), all information (other than information permitted to be omitted from such registration statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information")) required by the Act and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each ") to be included in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document final prospectus with respect to the offer Shares and sale the offering thereof. As filed, such amendment and form of the Securities has heretofore been filed final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with the Commission. No stop order suspending the effectiveness of the Initial Registration Statementall other such required information, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior respect to the date of this Agreement Shares and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating offering thereof, and, except to the Securities filed with the Commission pursuant extent you shall agree in writing to Rule 424(b) of the Rules and Regulations is hereinafter called a “modification (which shall not be unreasonably withheld or

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement registration statement contains the prospectus to be used in connection with the offering and any sale of the Stock. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) FILINGS UNDER SECURITIES LAWS. (i) A registration statement of the Company on Form S-1 S-3 (File Noregistration no. 333-15364572160) setting forth information with respect to the Company and the Company's senior debt securities, shares of Common Stock, stock purchase contracts and certain other securities (including all pre-effective amendments thereto, A) has been prepared by the “Initial Registration Statement”) Company in respect conformity with the requirements of the Securities has been filed with Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”"COMMISSION") pursuant to thereunder (collectively, the "SECURITIES ACT"), (B) has been filed with the Commission under the Securities Act and (C) became effective under the Securities Act on November 7, 2001, and the Indenture has been qualified under the Trust Indenture Act of 19331939, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (collectively, the “Rules and Regulations”"TRUST INDENTURE ACT"). The Initial Registration Statement Copies of such registration statement and any all exhibits thereto have been delivered by the Company to you. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior by the Company with the consent of Xxxxxx Brothers Inc. pursuant to Rule 424(a) under the date Securities Act; "REGISTRATION STATEMENT" means such registration statement, as amended as of this Agreement and any prospectus subject to completion included the Effective Time, including all information contained in the Registration Statement or any preliminary final prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be a part of the Rules registration statement as of the Effective Time pursuant to Rule 430A of the Securities Act; and Regulations is hereinafter called a “"PROSPECTUS" means the prospectus (including any supplement thereto) in the form first used to confirm sales of Corporate PIES. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Registration Statement.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, including a prospectus, relating to the Shares, the Warrants and the Warrant Shares. The registration statement relating to the Shares, the Warrants and the Warrant Shares (Registration No. 333-252271), as amended, at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company meets , that in any case has not then been superseded or modified, is hereinafter referred to as the requirements for use “Registration Statement;” the prospectus in the form first used to confirm sales of Form S-1 Securities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities ActAct prior to or on the date hereof. The final prospectus relating to the Securities, and the rules and regulations of as filed with the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered pursuant to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of Rule 424(b) under the Securities Act and is hereafter referred to as the Rules and Regulations“Prospectus”. Other than (x) a If the Company has filed abbreviated registration statementstatements to register additional Shares, if any, increasing the size of the offering filed Warrants and/or Warrant Shares pursuant to Rule 462(b) under the Securities Act and (the Rules and Regulations (a “Rule 462(b) 462 Registration Statements”), then any reference herein to the terms “Registration Statement”) and (y) ” shall be deemed to include the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to corresponding Rule 424(b) of the Rules and Regulations 462 Registration Statement. The Company has filed, in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b12(b) of the Rules and Regulations is hereinafter called U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “registration statement on Form 8-A to register the Ordinary Shares (Registration No. 001-39738). For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that (i) on and as of the date hereof, (ii) on and as of the Applicable Time date the Prospectus or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and each Closing as of the Remarketing Date, and (iv) on and as of the Purchase Contract Settlement Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company or registration statements on Form S-1 S-4 (File Nofile no. 333-15364533896) (including all pre-effective and the amendment or amendments thereto, thereto filed on or before the “Initial Registration Statement”) date hereof in respect of the Securities has Units, including the Purchase Contracts and the Debentures underlying the Units, and the Issuable Common Stock, have (i) been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act requirements of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement ") of the Securities and any post-Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective amendment theretounder the Securities Act; a registration statement on an appropriate form, each if required to be filed in connection with the form heretofore delivered to the UnderwriterRemarketing, and, excluding exhibits thereto, have been declared effective may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and RegulationsRegulations and filed with the Commission under the Securities Act; and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Other than (x) a Copies of such registration statementstatement or registration statements and the amendment or amendments to such registration statements have been delivered by the Company to the Remarketing Agent in the form declared effective by the Commission. As used in this Agreement, "Effective Time" means the date and time as of which the last of such registration statements that have become effective or may be filed, or the most recent post- effective amendment thereto, if any, increasing was declared effective by the size Commission; "Effective Date" means the date of the offering filed pursuant to Rule 462(b) Effective Time of such last registration statement; Preliminary Prospectus means each prospectus included in such last registration statement, or amendment thereto, before it became effective under the Securities Act and any prospectus filed by the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Company with the Prospectus (as defined below) contemplated by this Agreement to be filed Remarketing Agent's consent pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such last registration statement, any post-effective amendment thereto or the Rule 462(b) Registration Statementas amended at its Effective Time, including documents incorporated by reference therein at such time and, if anyapplicable, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations Regulations, including any information deemed to be part of such Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed pursuant to Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus, the Prospectus or any other information furnished by the Company to the Remarketing Agent for distribution to investors in connection with the Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 11 of Form S-4 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus, the Prospectus or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus or, if so incorporated, the Remarketing Materials, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Stock have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, ) and the rules and regulations of the Commission thereunder (the “Rules and Regulations”)) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to Xxxxxx Brothers Inc. and X.X. Xxxxxx Securities Inc. as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; “Registration Statement” means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and including any registration statement registering additional shares of Common Stock filed with the Commission pursuant to Rule 462(b) of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 S-3 (File No. 333-153645107676) with respect to the Stock has (including all pre-effective amendments thereto, i) been prepared by the “Initial Registration Statement”) Company in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the Underwriter. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereto, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Underwriter pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to paragraph (b) of

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, to and agrees with the Underwriter that Placement Agents and each of them as of the date hereof, hereof and as of the Applicable Time and each Closing Date (all as hereinafter defined) and any other date specified below, that: (a) (i) A registration statement At the time of filing the Company Registration Statement on Form S-1 S-3 (File No. 333-153645) (including all pre-effective amendments thereto132451), the “Initial Company met the requirements for use of Form S-3 under the 1933 Act for a primary offering. A Registration Statement”Statement on Form S-3 (Registration No. 333-132451) in with respect of to the Securities has been filed with the Securities and Exchange Commission Securities, including a base prospectus (the “CommissionBase Prospectus”) ), and such amendments to such registration statement as may have been required to the date of this Agreement, has been carefully prepared by the Company pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “1933 Act Rules and Regulations”)) of the Securities and Exchange Commission (the “SEC”) and has been filed with the SEC under the 1933 Act. The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have Such registration statement has been declared effective by the Commission in SEC. Copies of such form and meet registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430, 430A or 430B of the Securities 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to the Placement Agent (it being understood among the parties hereto that any reference to “delivery,” “furnishing” or similar words or phrases by the Company to the Placement Agent of any information that is on file with the SEC will be deemed to be so delivered in the absence of an express request from the Placement Agent). A final prospectus supplement containing information permitted to be omitted at the time of effectiveness by Rule 430A or 430B of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations. Other than The term “Registration Statement” as used herein means the registration statement as amended at the time was declared effective by the SEC under the 1933 Act (x) a registration statementthe “Effective Date”), including financial statements, all exhibits and all documents incorporated by reference therein and, if anyapplicable, increasing the size information deemed to be included by Rule 430A or 430B of the offering 1933 Act Rules and Regulations. If an abbreviated registration statement is prepared and filed pursuant to with the SEC in accordance with Rule 462(b) under the Securities 1933 Act and the Rules and Regulations (a an “Rule 462(b) Abbreviated Registration Statement”) and (y) ), the Prospectus (term “Registration Statement” as defined below) contemplated by used in this Agreement to be includes the Abbreviated Registration Statement. The term “Prospectus” as used herein means, together with the Base Prospectus, the one or more final prospectus supplements as filed with the SEC in connection with the offering of the Securities pursuant to Rule 424(b) of the 1933 Act Rules and Regulations Regulations, including the documents incorporated by reference therein. The term “Preliminary Prospectus” as used herein shall mean one or more preliminary prospectuses in accordance connection with Section 3(a) hereof, no other document with respect to the offer and sale offering of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened as contemplated by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Rule

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3 and any amendments thereto with respect to the Securities have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including in conformity in all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed material respects with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act; (iii) become effective under the Securities Act; and the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Initial Registration Statement Copies of such registration statement and any amendments thereto have been delivered by the Company to PaineWebber Incorporated ("PaineWebber") on behalf of the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of registration statement, or amendments thereof, before it became effective under the Securities Act which omits certain information pursuant to Rule 430A under the Rules and Regulations and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations. Other than (x) a ; "Registration Statement" means such registration statement, if anyas amended at the Effective Time, increasing including all documents incorporated by reference therein at such time and all information contained in the size of final prospectus filed with the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a5(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and Regulations; and "Prospectus" means such final prospectus and any prospectus subject to completion included in the Registration Statement amendment or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities supplement thereto, as first filed with the Commission pursuant to paragraph (2) of Rule 424(b) of the Rules and Regulations Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement registration statement contains two prospectuses to be used in connection with the offering and any sale of the Stock: the U.S. prospectus, to be used in connection with the offering and sale of Stock in the United States and Canada to United States and Canadian Persons, and the international prospectus, to be used in connection with the offering and sale of Stock outside the United States and Canada to persons other than United States and Canadian Persons. The international prospectus is identical to the U.S. prospectus except for the outside front cover page. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the U.S. prospectus and the international prospectus in the respective forms first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company hereby represents and warrants to, to the Remarketing Agent (i) on and agrees with the Underwriter that as of the date hereof, (ii) on and as of the Applicable Time date the Prospectus or other Remarketing Materials (each, as defined in Section 2(a) below) which are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and each Closing as of the Remarketing Date and (all iv) on and as hereinafter defined) of the Purchase Contract Settlement Date that: (a) (i) A registration Registration statement of the Company on Form S-1 S-4 (File No. 333-15364547308) (including all pre-effective and an amendment or amendments thereto, thereto with respect to the “Initial Registration Statement”) in respect initial offering of the Securities has Preferred Stock have (i) been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement ") of the Securities and any post-Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective amendment theretounder the Securities Act; and a registration statement or registration statements on Form S-4, each if required to be filed in connection with the form heretofore delivered to the UnderwriterRemarketing, and, excluding exhibits thereto, have been declared effective may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and RegulationsRegulations and filed with the Commission under the Securities the amendment or amendments to such registration statements have been delivered or made available by the Company to the Remarketing Agent. Other than (x) a As used in this Agreement, "Effective Time" means the date and time as of which the last of such registration statements that have become effective or may be declared effective by the Commission; "Effective Date" means the date of the Effective Time of such last registration statement; "Preliminary Prospectus" means each prospectus included in such last registration statement, if anyor amendment thereto, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed by the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed Company with your consent pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “" means such last

Representations, Warranties and Agreements of the Company. The Company represents Each of the Trust and the Company, jointly and severally, represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Capital Securities has (i) A registration statement been prepared by the Trust and the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rules and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act, ; and a second registration statement on Form S-1 with respect to the Capital Securities (i) may also be prepared by the Trust and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each Company in the form heretofore delivered to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations on the date hereof. Copies of the first such registration statement and the amendments to such registration statement, together with the form of any such second registration statement, have been delivered by the Trust and the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; "Effective Date" means (i) with respect to the first such registration statement, the date of the Effective Time of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; "Preliminary Prospectus" means each prospectus included in any such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Trust and the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations. Other than (x; "Primary Registration Statement" means the first registration statement referred to in this Section 1(a), as amended, at its Effective Time, "Rule 462(b) a Registration Statement" means the second registration statement, if any, increasing the size of the offering filed pursuant referred to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (in this Section 1(a), as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “"Registration

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, to and agrees with the Underwriter that as each of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) Underwriters that: : (a) (i) A registration statement of the Company on Form S-1 (File No. 333-15364562353) (including all pre-effective amendments theretowith respect to the Shares, the “Initial Registration Statement”) in respect of Representatives' Warrants and the Securities Representatives' Warrant Stock, including a prospectus subject to completion, has been filed prepared by the Company in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities "Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the applicable rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement and such amended prospectuses subject to completion as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement and such amended prospectuses subject to completion as may hereafter be required. The Initial Registration Statement Copies of such registration statement and any post-effective amendment thereto, amendments and of each in related prospectus subject to completion (the form heretofore "Preliminary Prospectuses") have been delivered to you. If the Underwriter, and, excluding exhibits thereto, have registration statement relating to the Shares has been declared effective under the Act by the Commission, the Company will prepare and promptly file with the Commission in such form and meet the requirements of information previously omitted from the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if any, increasing the size of the offering filed statement pursuant to Rule 462(b430A(a) under the Securities Act and of the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale or as part of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any a post-effective amendment thereto or to the Rule 462(b) Registration Statement, if any, registration statement (including a final form of prospectus). If the registration statement relating to the Shares has not been issued and no proceeding for that purpose or pursuant to Section 8A of declared effective under the Securities Act has been initiated or threatened by the Commission, the Company will prepare and promptly file an amendment to the registration statement, including a final form of prospectus. The prospectus filed term "Registration Statement" as part of the used in this Agreement shall mean such registration statement statement, including financial statements, schedules and exhibits, in the form in which it has most recently been filed became or becomes, as the case may be, effective (including, if the Company omitted information from the registration statement pursuant to Rule 430A(a) of the Rules and Regulations, the information deemed to be a part of the registration statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations) and, in the event of any amendment thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment) such registration statement as so amended. The term "Prospectus" as used in this Agreement shall mean the prospectus relating to the Shares as included in such Registration Statement at the time it becomes effective (including, if the Company omitted information from the Registration Statement pursuant to Rule 430A(a) of the Rules and Regulations, the information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A(b) of the Rules and Regulations), except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares that differs from the prospectus on file with the Commission on or prior to at the date of this Agreement and any prospectus subject to completion included in time the Registration Statement became or any preliminary becomes, as the case may be, effective (whether or not such revised prospectus (including any preliminary prospectus supplement) relating is required to the Securities be filed with the Commission pursuant to Rule 424(b424(b)(3) of the Rules and Regulations Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is hereinafter called a “first provided to the Underwriters for such use.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the 1.1. The Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, including a prospectus, relating to the Securities. The registration statement relating to the Securities (Registration No. 333-248636), as amended, at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430C under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company meets , that in any case has not then been superseded or modified, is hereinafter referred to as the requirements for use “Registration Statement;” the prospectus in the form first used to confirm sales of Form S-1 Securities is hereinafter referred to as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” is here after referred to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities ActAct prior to or on the date hereof. The final prospectus relating to the Securities, and the rules and regulations of as filed with the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered pursuant to the Underwriter, and, excluding exhibits thereto, have been declared effective by the Commission in such form and meet the requirements of Rule 424(b) under the Securities Act and is hereafter referred to as the Rules and Regulations. Other than (x) a “Prospectus.” If the Company has filed abbreviated registration statement, if any, increasing the size of the offering filed statements to register additional Securities pursuant to Rule 462(b) under the Securities Act and (the Rules and Regulations (a “Rule 462(b) 462 Registration Statements”), then any reference herein to the terms “Registration Statement”) and (y) ” shall be deemed to include the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to corresponding Rule 424(b) of the Rules and Regulations 462 Registration Statement. The Company has filed, in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b12(b) of the Rules and Regulations is hereinafter called U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form 8-A to register the Shares under the Exchange Act (the “Form 8-A Registration Statement”). For purposes of this Agreement:

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that as of the date hereofwith, the Applicable Time Underwriters and each Closing Date (all as hereinafter defined) the Selling Shareholder that: (a) A registration statement on Form S-3, and amendments thereto, with respect to the Stock have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement ") of the Securities and any post-Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective amendment thereto, each in under the form heretofore delivered Securities Act; and a second registration statement on Form S-3 with respect to the Underwriter, and, excluding exhibits thereto, have been declared effective Stock (i) may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rule and Regulations and (ii) if to be so prepared, will be filed with the Commission under the Securities Act on the date hereof pursuant to Rule 462(b) of the Rules and Regulations. Other than Copies of the first such registration statement and the amendments to such registration statement, together with the form of any such second registration statement, have been delivered by the Company to you as the representatives (xthe "Representatives") a of the Underwriters. As used in this Agreement, "Effective Time" means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; "Effective Date" means (i) with respect to the first such registration statement, the date of the Effective Time of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; "Preliminary Prospectus" means each prospectus included in any such registration statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; "Primary Registration Statement" means the first registration statement referred to in this Section 1(a), as amended at its Effective Time, "Rule 462(b) Registration Statement" means the second registration statement, if any, increasing referred to in this Section 1(a), when filed with the size of Commission, and "Registration Statements" means both the offering filed pursuant to Rule 462(b) under the Securities Act Primary Registration Statement and the Rules and Regulations (a “any Rule 462(b) Registration Statement”) , including in each case any documents incorporated by reference therein at such time and (y) all information contained in the Prospectus (as defined below) contemplated by this Agreement to be final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a6(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in Registration Statements as of the form in which it has most recently been filed with Effective Time of the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Primary Registration Statement or any preliminary prospectus pursuant to paragraph (including any preliminary prospectus supplementb) relating to of Rule 430A of the Securities Rules and Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to either of the Registration Statements shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statements. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1, and amendments thereto, with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 United States Securities Act of 1933 (File No. 333-153645the "Securities Act") and the rules and regulations (including all pre-effective amendments thereto, the “Initial Registration Statement”"Rules and Regulations") in respect of the Securities has been filed with the United States Securities and Exchange Commission (the “"Commission”") pursuant to thereunder, (ii) been filed with the Commission under the Securities Act of 1933, as amended and (the “Securities Act”). The Company meets the requirements for use of Form S-1 iii) become effective under the Securities Act, ; and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered a second registration statement on Form S-1 with respect to the Underwriter, and, excluding exhibits thereto, have been declared effective Stock (i) may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and Regulations and (ii) if to be so prepared, will be filed with the Commission under the Securities Act pursuant to Rule 462(b) of the Rules and Regulations on the date hereof. Copies of the first such registration statement and the amendments to such registration statement, together with the form of any such second registration statement, have been delivered by the Company to you as the representatives (the "Representatives") of the U.S. Underwriters. As used in this Agreement, "Effective Time" means (i) with respect to the first such registration statement, the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission and (ii) with respect to any second registration statement, the date and time as of which such second registration statement is filed with the Commission, and "Effective Times" is the collective reference to both Effective Times; "Effective Date" means (i) with respect to the first such registration statement, the date of the Effective Time of such registration statement and (ii) with respect to any second registration statement, the date of the Effective Time of such second registration statement, and "Effective Dates" is the collective reference to both Effective Dates; "Preliminary Prospectus" means each prospectus included in any such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations. Other than (x; "Primary Registration Statement" means the first registration statement referred to in this Section 1(a), as amended, at its Effective Time, "Rule 462(b) a Registration Statement" means the second registration statement, if any, increasing the size of the offering filed pursuant referred to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (in this Section 1(a), as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending , and "Registration Statements" means both the effectiveness of the Initial Primary Registration Statement, Statement and any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including in the form each case all information contained in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “the

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-3, and an amendment thereto, with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”)) of the United States Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; “Registration Statement” means such registration statement, as amended at the Effective Time, including any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued documents incorporated by reference therein at such time and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be as of the date of such amendment or supplement; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a incorporated by reference in the Registration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement have been delivered by the Company to Pharma Vision and any the representatives (the "Representatives") of the U.S. Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect 5 hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. The Company hereby represents and warrants to, to the Remarketing Agent (i) on and agrees with the Underwriter that as of the date hereof, (ii) on and as of the Applicable Time date the Prospectus or other Remarketing Materials (each, as defined in Section 2(a) below) which are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and each Closing as of the Remarketing Date and (all iv) on and as hereinafter defined) of the Purchase Contract Settlement Date that: (a) Registration statements on Form S-3 (File Nos. 333-75937 and 333-83797) and an amendment or amendments thereto with respect to the initial offering of the Preferred Stock have (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”). The Initial Registration Statement ") of the Securities and any post-Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective amendment theretounder the Securities Act; and a registration statement or registration statements on Form S-3, each if required to be filed in connection with the form heretofore delivered to the UnderwriterRemarketing, and, excluding exhibits thereto, have been declared effective may also be prepared by the Commission Company in such form and meet conformity with the requirements of the Securities Act and the Rules and RegulationsRegulations and filed with the Commission under the Securities Act. Other than (x) a Copies of such registration statementstatements that have become effective and the amendment or amendments to such registration statements have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and time as of which the last of such registration statements that have become effective or may be filed, or the most recent post-effective amendment thereto, if any, increasing was declared effective by the size Commission; "Effective Date" means the date of the offering filed pursuant to Rule 462(b) Effective Time of such last registration statement; "Preliminary Prospectus" means each prospectus included in such last registration statement, or amendment thereto, before it became effective under the Securities Act and any prospectus filed by the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed Company with your consent pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such last registration statement, any post-effective amendment thereto or the Rule 462(b) Registration Statementas amended at its Effective Time, including documents incorporated by reference therein at such time and, if anyapplicable, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations Regulations, including any information deemed to be part of such Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus, as first filed pursuant to Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus, the Prospectus or any other information furnished by the Company to the Remarketing Agent for distribution to investors in connection with the Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Prospectus, the Prospectus or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus incorporated by reference therein pursuant to Item 12 of Form S-3 or, if so incorporated, the Remarketing Materials, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is hereinafter called a “incorporated by reference in the Registration Statement.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with the Underwriter that with, each Underwriter, on and as of (i) the date hereof, Time of Sale and (ii) the Applicable Time and each Closing Date (all each such date listed in (i) and (ii), a “Representation Date”), as hereinafter defined) thatfollows: (a) (i) A registration No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company on Form S-1 (File Nomakes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. 333-153645The Pricing Disclosure Package as of the Time of Sale did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) (including all pre-effective amendments thereto, the hereof. The Registration Statement is an “Initial Registration Statement”) in respect automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Securities and Exchange Commission (the “Commission”) pursuant not earlier than three years prior to the Securities Act of 1933, as amended (date hereof; there is no order preventing or suspending the “Securities Act”). The Company meets the requirements for use of Form S-1 under the Securities ActRegistration Statement, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and Prospectus or any post-effective amendment thereto, each in the form heretofore delivered to the UnderwriterPermitted Free Writing Prospectus, and, excluding exhibits thereto, have been declared effective by to the Commission in such form and meet the requirements knowledge of the Securities Act and the Rules and Regulations. Other than (x) a registration statementCompany, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission. The prospectus ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder or (ii) any statement or omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning any Underwriter and furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus (it being understood that such information consists solely of the information specified in Section 6(b)). (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus and the Preliminary Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act). Any such free writing prospectus relating to the Shares consented to by the Representatives includes any free writing prospectus listed on Annex A hereto and is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply in all material respects with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping and that each Permitted Free Writing Prospectus, when taken together with the Pricing Disclosure Package did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement in relating to the form in which it has most recently been offering of the Shares contemplated hereby, as initially filed with the Commission Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor any Underwriter is disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares contemplated by the Registration Statement. (c) The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and their results of operations, stockholders’ equity and cash flows for the periods specified, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The other historical financial and statistical information and data included or prior to incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, in all material respects, fairly presented. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission's rules and guidelines applicable thereto. (e) Except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since the date of this Agreement and any prospectus subject to completion the most recent financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the capital stock or long-term debt of the Company or any preliminary prospectus of its subsidiaries and there has not been a Material Adverse Effect (including as defined below), (ii) neither the Company nor any preliminary prospectus supplement) relating of its subsidiaries has entered into any transaction or agreement that is material to the Securities filed Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, except for such liabilities or obligations that, individually or in the aggregate, would not have a Material Adverse Effect and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except for such losses that, individually or in the Commission pursuant to Rule 424(b) aggregate, would not have a Material Adverse Effect. As used herein, “Material Adverse Effect” means a material adverse effect on the earnings, business, properties, condition (financial or otherwise), results of operations or prospects of the Rules Company and Regulations is hereinafter called its subsidiaries taken as a “whole.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations (the "RULES AND REGULATIONS") of the United States Securities and Exchange Commission thereunder (the “Rules "COMMISSION") thereunder, (ii) been filed with the Commission under the Securities Act and Regulations”)(iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you as the representative (the "REPRESENTATIVE") of the Underwriters. As used in this Agreement, "EFFECTIVE TIME" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representative pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereofRegulations; "REGISTRATION STATEMENT" means such registration statement, no other document with respect to as amended at the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration StatementEffective Time, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "PROSPECTUS" means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement been prepared by the Company in conformity with the requirements of the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations (the "Rule and Regulations") of the United States Securities and Exchange Commission thereunder (the “Rules "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and Regulations”)(iii) become 2 effective under the Securities Act. The Initial Registration Statement Copies of such registration statement have been delivered by the Company to you as the representatives (the "Representatives") of the Underwriters. As used in this Agreement, "Effective Time" means the date and any the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations (a “Rule 462(b) Regulations; "Registration Statement”) and (y) " means such registration statement, as amended at the Prospectus (as defined below) contemplated by this Agreement to be Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 3(a5(a) hereof, no other document with respect hereof and deemed to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as be a part of the registration statement in as of the form in which it has most recently been filed with Effective Time pursuant to paragraph (b) of Rule 430A of the Commission on or prior to the date of this Agreement Rules and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities Regulations; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations is hereinafter called a “Regulations.

Representations, Warranties and Agreements of the Company. The Company represents and represents, warrants to, and agrees with the Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) A registration statement on Form S-1 with respect to the Stock has (i) A registration statement of been prepared by the Company on Form S-1 (File No. 333-153645) (including all pre-effective amendments thereto, the “Initial Registration Statement”) in respect of the Securities has been filed conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"Securities Act”"). The Company meets the requirements for use of Form S-1 under the Securities Act, and the rules and regulations of the Commission thereunder (the “"Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Initial Registration Statement Copies of such registration statement and any each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, each in the form heretofore delivered to the Underwriterif any, and, excluding exhibits thereto, have been was declared effective by the Commission Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyor amendments thereof, increasing the size of the offering filed pursuant to Rule 462(b) before it became effective under the Securities Act and any prospectus filed with the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) Commission by the Prospectus (as defined below) contemplated by this Agreement to be filed Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Regulations; "Registration Statement" means such registration statement, any post-effective amendment thereto or as amended at the Rule 462(b) Registration StatementEffective Time, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed as part of the registration statement including all information contained in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement and any final prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called and deemed to be a “part of the registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Company. (a) The Company represents and warrants to, and agrees with the with, each Underwriter that as of the date hereof, the Applicable Time and each Closing Date (all as hereinafter defined) that: (a) (i) A registration statement of the Company on Form S-1 (File Registration No. 333-15364580579) (on Form S-2 with respect to the Securities, including all pre-effective a preliminary prospectus, and such amendments theretoto such registration statement as may have been required to the date of this Agreement, the “Initial Registration Statement”) in respect of the Securities has been filed carefully prepared by the Company pursuant to and in conformity with the Securities and Exchange Commission (the “Commission”) pursuant to requirements of the Securities Act of 1933, as amended (the “"1933 Act"), and the rules and regulations thereunder (the "1933 Act Rules and Regulations") of the Securities and Exchange Commission (the "SEC") and has been filed with the SEC under the 1933 Act”). The Company meets the requirements for use of Form S-1 S-2 under the Securities 1933 Act. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the rules exhibits, financial statements and regulations of schedules thereto have heretofore been delivered by the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered Company to the UnderwriterUnderwriters. If such registration statement has not become effective under the 1933 Act, and, excluding exhibits thereto, have been declared effective by the Commission in a further amendment to such form and meet the requirements of the Securities Act and the Rules and Regulations. Other than (x) a registration statement, if anyincluding a form of final prospectus, increasing necessary to permit such registration statement to become effective will be filed promptly by the size Company with the SEC. If such registration statement has become effective under the 1933 Act, a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the offering filed pursuant to Rule 462(b) under the Securities 1933 Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (y) the Prospectus (as defined below) contemplated by this Agreement to will be filed pursuant to promptly by the Company with the SEC in accordance with Rule 424(b) of the 1933 Act Rules and Regulations in accordance with Section 3(a) hereof, no other document with respect to the offer and sale of the Securities has heretofore been filed with the CommissionRegulations. No stop order suspending the effectiveness of the Initial The term "Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission. The prospectus filed " as part of used herein means the registration statement in as amended at the form in which time it has most recently been filed with becomes effective under the Commission on or prior to 1933 Act (the date of this Agreement "Effective Date"), including financial statements and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission all exhibits and all documents incorporated by reference therein pursuant to Item 12 of Form S-2 under the 1933 Act and, if applicable, the information deemed to be included by Rule 424(b) 430A of the 1933 Act Rules and Regulations is hereinafter called a “Regulations. If it is