Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $[●] (the “ADS Purchase Price”) from the Company and the Selling Stockholder the respective number of Underwritten Subscription Securities and Sale Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) hereto. In addition, the Company agrees Selling Stockholder agrees, as and to sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities, solely to cover over-allotments, if any, Securities at the ADS Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of to be purchased by such Underwriter from the Company pursuant to this Section 3 (or such number increased as set forth in Section 9 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives Underwriters in their sole discretion shall make make. Any such election to eliminate any fractional Securitiespurchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ca) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (db) Payment for and delivery of For the Securities shall ADSs to be made via electronic exchange at 10:00 A.M. New York City time on November 20delivered hereunder, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in shall issue and deposit the case requisite number of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities Common Shares to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Representatives against delivery to Selling Stockholder hereunder, in each case, with the nominee of The Depository Trust Company Korea Securities Depository, as custodian for the Depositary (the “DTCCustodian”), for the account of the UnderwritersDepositary, of one or more global Depositary Receipts (and the “Global Receipts”) representing the Securities purchased on Company shall register such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Common Shares on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters shareholders’ registry of the Company in the name of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.the

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $53.62 (the “Purchase Price”) from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) hereto. In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesshares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company. Such notice shall set Company setting forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same for; provided, that any such settlement date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full 10th business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with on which the provisions of Section 9 hereof)option shall have been exercised. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities, at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP at 10:00 A.M. New York City time on November 20June 15, 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts Delivery of the Securities shall be made available for inspection by through the Representatives not later than 1:00 P.M., New York City time, on facilities of The Depository Trust Company (“DTC”) unless the business day prior to the applicable Closing DateRepresentative shall otherwise instruct. (fd) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, subject to the conditions set forth herein, the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 97.00% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from June 10, 2019 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) as defined below). The public offering price of the Securities is not in excess of the price recommended by ▇▇▇▇▇▇▇ Sachs & Co. LLC, acting as a qualified independent underwriter. In addition, the Company agrees to sell issue and sell, subject to the conditions set forth herein, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at from June 10, 2019 to the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities, but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 9 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives Representative in their its sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two one business days day prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time time, on November 20June 10, 20202019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the Underwriters, several Underwriters of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives Representative at the office of ▇.▇. ▇▇▇▇▇▇ Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $12.99375 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $12.99365 per Warrant (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) ). In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives Representative in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities and, and initially initially, to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities through the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 20April 2, 20202024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Representative on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $13.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.50625 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representative may elect, by written notice to the Company, to receive shares of common stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from August 14, 2017 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at from August 14, 2017 to the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities, but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 9 11 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Ropes & ▇▇▇▇ LLP at Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, at 10:00 A.M. New York City time on November 20August 14, 20202017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the Underwritersseveral Underwriters of the Securities to be purchased on such date, of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives at the office of ▇.▇. ▇▇▇▇▇▇ Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a purchase price of $97.00 per tangible equity unit (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) ). In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirteenth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than (x) the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof)) or (y) the twelfth day after the date of the Closing Date, whichever occurs first. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP at 10:00 A.M. New York City time on November 20January 11, 2020, 2019 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”” , and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) Drafter’s Note: Section 3 provides that the purchase of the Securities will be a joint and several obligation of the Underwriters. If the purchase obligation of the Underwriters is several, rather than joint and several, the first paragraph below should be modified. See the Instructions and Commentary for other conforming changes to consider. The Company agrees second paragraph in Section 3 is intended to issue clarify the nature of the relationship between the Underwriters and the Issuer – that the Underwriters and the Issuer are acting on an arm’s-length, commercial basis and that no Underwriter is acting as a fiduciary or agent of the Issuer. This paragraph should be discussed with the Senior Manager and the Issuer. If the relationship between the Issuer and an Underwriter differs from that described below, modify or delete the language in the paragraph as appropriate. The Underwriters, jointly and severally, shall purchase from the Issuer, and the Issuer shall sell the Underwritten Securities to the several Underwriters Underwriters, all (but not less than all) of the Securities on the Closing Date at the aggregate Purchase Price set forth below, plus accrued interest (if any). The Securities shall bear interest at the rates per annum, mature on the dates, be sold to the public at the prices and be subject to optional and mandatory sinking fund redemption prior to maturity and to such other terms and provisions, all as provided set forth in Schedule I. The Securities otherwise shall be as described in the Official Statement, the Bond Legislation and the Issuer Documents. The Underwriters’ agreement to purchase the Securities from the Issuer is made in reliance upon the Issuer’s representations, covenants and warranties and on the terms and conditions set forth in this Agreement, . The Issuer acknowledges and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to agrees that (i) $24.2125 per Security for retail orders the purchase and (ii) $24.5000 per Security for institutional orders. (b) In addition, sale of the Company agrees Securities pursuant to sell this Agreement is an arm’s-length commercial transaction between the Option Securities to the several Underwriters, Issuer and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereofii) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M.transaction, New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) as a principal and not as a financial advisor an agent or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.Issuer,

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from March 19, 2021 to the Closing Date (i) $24.2125 per Security as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for retail orders and all the Securities to be purchased as provided herein. The public offering price of the Securities is not in excess of the price recommended by ▇▇▇▇▇▇▇▇▇ LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (ii) $24.5000 per Security for institutional orders. (b) “FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at from March 19, 2021 to the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities, but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 9 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two one business days day prior to the date and time of delivery specified therein. (cb) The Company understands and the Guarantors acknowledge and agree that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall will be made via electronic exchange at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 A.M. New York City time on November 20March 19, 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment and delivery for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and no neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company of Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a purchase price of $3.995 per Security (the “Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) hereto. In addition, the Company agrees to sell the Option Securities grants an option to the several UnderwritersUnderwriters to purchase, severally and not jointly, the UnderwritersOption Shares within 30 days of the date of this Agreement, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 ‎10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional SecuritiesSecurities as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 ‎10 hereof). Any Unless the Representative and the Company otherwise agree in writing, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, Securities and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative (which shall be an account of InflaRx Pharmaceuticals Inc., which the Company has authorized to receive and hold the payment for the Securities on behalf of the Company), in the case of the Underwritten Shares, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 A.M. A.M., New York City time time, on November 20April 14, 20202023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Shares is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts Delivery of the Securities shall be made available for inspection by through the Representatives not later than 1:00 P.M., New York City time, on facilities of The Depository Trust Company (“DTC”) unless the business day prior to the applicable Closing DateRepresentative shall otherwise instruct. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell For the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis sum of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price $100,000,000 (the “Purchase Price”) equal to ), at the Closing (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In additionas defined herein), the Company agrees to sell the Option Securities to the several UnderwritersSubscribers, and the UnderwritersSubscribers agree to purchase from the Company, on 10,000,000 shares (the basis “Securities”) of Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), of the representationsCompany, warranties and agreements set forth herein and subject to and upon the terms and conditions set forth hereinin this Agreement. No later than the business day immediately preceding the date of the special meeting to approve the Transaction, the Advisor shall have allocate to one or more Subscribers the option obligation to purchasepurchase the Securities set forth in this Section 1. Upon such allocation, 1.1 such Subscriber shall execute a joinder to this Agreement, severally and not jointlysubstantially in the form attached as Exhibit A hereto (a “Joinder”), from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, which shall reflect the number of Option Securities to be purchased by each Underwriter such Subscriber (the “Subscriber Securities”), and, upon such execution, such Subscriber shall have all the rights and obligations of a Subscriber hereunder with respect to the Subscriber Securities, and references herein to the “Subscriber” and “Securities” shall be deemed to refer to such Subscriber and to its Subscriber Securities; provided, that any representations, warranties, covenants and agreements of such Subscriber and any other Subscriber shall be several and not joint and shall be made as to such Subscriber or any other Subscriber, as applicable, as to itself only; and 1.2 upon a Subscriber’s execution and delivery of a Joinder, the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth such Subscriber hereunder shall be reflected in Schedule 1 hereto opposite A to this Agreement. For the name avoidance of such Underwriter (or such number increased as set forth doubt, this Agreement need not be amended and restated in Section 9 hereof) bears to its entirety, but only Schedule A need be completed by each of the aggregate number of Underwritten Securities being purchased from Subscriber and the Company by upon the several Underwriters, subject, however, to occurrence of any such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date allocation of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Forward Purchase Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of this Agreement is neither a commitment nor an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery obligation of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20Advisor to purchase any Securities, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon unless otherwise expressly agreed in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”Advisor. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such the Underwriter’s name on in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from September 14, 2021 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional ordersas defined below). (b) In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriter as provided in this Agreement, and the UnderwritersUnderwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at the Purchase Pricefrom September 14, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion 2021 to the aggregate number date of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securitiespayment and delivery. The Underwriters Underwriter may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Underwriter to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend Underwriter intends to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters Underwriter may offer and sell Securities to or through any affiliate of an the Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any the Underwriter. (d) Payment for and delivery of the Underwritten Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Underwriter at (A) in the case of the Underwritten Securities, the offices of Cozen ▇’▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 20September 14, 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriter and the Company may agree upon in writing or, (B) in the case of the Option Securities, on the date and at the time and place specified by the Representatives Underwriter in the written notice of the Underwriters’ Underwriter’s election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, Underwriter of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fe) The Company acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters Underwriter of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $[●] (the “ADS Purchase Price”) from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by the Representatives so as to eliminate fractional Securities) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto by a price (fraction, the “Purchase Price”) equal numerator of which is the aggregate number of Underwritten Securities to (i) $24.2125 per Security for retail orders be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and (ii) $24.5000 per Security for institutional orders. (b) the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Company hereunder. In addition, the Company agrees to issue and sell as and to the extent indicated in Schedule 1 hereto, and the Selling Stockholder agrees, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and the Selling Stockholder the Option Securities, solely to cover over-allotments, if any, Securities at the ADS Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of to be purchased by such Underwriter from the Company and the Selling Stockholder pursuant to this Section 3 (or such number increased as set forth in Section 9 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make make. Any such election to eliminate any fractional Securitiespurchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Company and by the Selling Stockholder as set forth on Schedule 1 and Schedule 2 hereto, respectively. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for For the ADSs to be delivered hereunder, the Company shall issue and delivery deposit the requisite number of Common Shares to be sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities Depository, as custodian for the Depositary (the “Custodian”), for the account of the Depositary, and the Company shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at register such other time or place Common Shares on the same or shareholders’ registry of the Company in the name of the Custodian. The ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such other date, not later than the fifth business day thereafter, amounts and registered in such names as the Representatives may request upon notice to the Company and the Company may agree upon in writing or, in Attorneys-in-Fact at least one full business day prior to the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be delivered at the Closing Date are herein referred to as a “or the Additional Closing Date”. (e) Payment for , as the Securities to be purchased case may be, by or on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by behalf of the Company and the Attorneys-in-Fact to the Representatives against delivery to through the nominee facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the UnderwritersRepresentatives of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, of one in immediately available funds, to the Company’s account and the Selling Stockholder’s respective accounts (which shall be designated to the Representatives by the Company and the Attorneys-in-Fact (with regard to payment to the Selling Stockholder) at the Notification Time) in New York as specified in Section (d) or more (e) below. The Company and the Attorneys-in-Fact will cause the certificate or certificates in global Depositary Receipts (the “Global Receipts”) form representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall ADSs to be made available for inspection by checking at least twenty-four (24) hours prior to the Representatives not later than 1:00 P.M.Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (d) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on [●], 2020 (00:00 a.m., Seoul time, on [●], 2020) and (ii) the business day prior delivery shall be immediately after 11:00 a.m., New York City time, on [●], 2020 (00:00 a.m., Seoul time, on [●], 2020) or, in each case of (i) and (ii), at the same time on such other dates as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities are herein referred to as the applicable “Closing Date.” (e) With respect to the Option Securities, the time of (i) the payment shall be immediately prior to 11:00 a.m., New York City time on the date specified by the Representatives in the written notice given by the Representatives of the election to purchase such Option Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such other times, dates and place as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Option Securities, are herein referred to as the “Additional Closing Date.” (f) The documents to be delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, or such other time and date as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ICBC Tower, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (the “Closing Location”). A meeting will be held at the Closing Location at [●], Hong Kong time, on the business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be, at which meeting the final drafts of the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the parties hereto. (g) Each of the Company and the Selling Stockholder acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price per share of $14.3632 (the “Share Purchase Price”) equal ), and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $14.3631 (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time time, on November 20July 23, 2020, 2019 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $15.2799 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing Date) pay $0.9168 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this AgreementSecurities, and each UnderwriterPurchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally severally, and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, from May 20, 2021 to the Closing Date (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders), from the Company, the respective principal amount of Securities set forth opposite such Purchaser’s name in Schedule 1 hereto. (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein herein, and subject to the conditions set forth herein, shall have the Company hereby grants to the Purchasers an option to purchase, severally severally, and not jointly, from the Company the at their election, up to $75,000,000 aggregate principal amount of Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price. Such option may be exercised in whole or in part at any time or from time to time, less an amount per share, if any, equal by written notice from the Purchasers to any dividends or distributions declared by the Company setting forth the aggregate principal amount of Option Securities to be purchased and payable the date on the Underwritten Securities, but not payable on the Option Securities. If any which such Option Securities are to be purchaseddelivered, as determined by you but in no event earlier than the Closing Date or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice; provided, in no event shall the delivery date of the Option Securities be later than the last day of the 13 calendar day period beginning on, and including, the number Closing Date (the “Option Period”). The principal amount of Option Securities to be purchased by each Underwriter Purchaser shall be the number same percentage of Option Securities that bears the same proportion to the aggregate number total principal amount of Option Securities to be purchased by all Purchasers as such Purchaser is purchasing of the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several UnderwritersFirm Securities, subject, however, subject to such adjustments as the Representatives you in their sole your absolute discretion shall make to eliminate any fractional fraction of $1,000 principal amount of Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend Securities to make a public offering be purchased by each Purchaser hereunder will be represented by one or more global Securities in book-entry form which will be deposited by or on behalf of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusCompany with The Depository Trust Company (“DTC”) or its designated custodian. The Company acknowledges and agrees that will deliver the Underwriters may offer and sell Securities to the Representatives, for the account of each Purchaser, against payment by or through any affiliate on behalf of an Underwriter and that any such affiliate may offer and sell Purchaser of the purchase price therefor by wire transfer in Federal (same day) funds, by causing DTC to credit the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery the accounts of the Representatives at DTC. The Company will cause the certificates representing the global Securities shall to be made via electronic exchange at 10:00 A.M. available to the Representatives not later than 1:00 p.m. New York City Time, on the business day prior to the Closing Date or any Additional Closing Date (as each is defined in this Section 1(c)) at the office of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the “Closing Location”). The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on November May 20, 2020, 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and date as the Representatives and the Company may agree upon in writing orand, in the case of with respect to the Option Securities, 10:00 a.m., New York City time, on the date and at the time and place specified by the Representatives in the written notice given by the Representatives of the UnderwritersPurchasers’ election to purchase such Option Securities. The Securities at least two business days preceding the anticipated delivery and payment, or such other time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, Representatives and the Company may agree upon in writing. Such time and date for such payment of the Firm Securities is herein called the “Closing Date,” and any such time and date for the such payment of any Option Securities, if other than the Initial Closing Date, is herein referred to as called an “Additional Closing Date.”. Each (d) The documents to be delivered at the Closing Date or any Additional Closing Date, as the case may be, by or on behalf of the Initial parties hereto pursuant to Section 5 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 5(o) hereof, will be delivered at such time and date at the Closing Location, and the Securities will be delivered at the office of DTC (or its designated custodian), all at the Closing Date and the or any Additional Closing Date Date, as the case may be. For the purposes of this Section 1(d), “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are herein referred generally authorized or obligated by law or executive order to as a “Closing Date”close. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that (i) the Underwriters are purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction each Purchaser is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Purchaser has assumed an advisory or fiduciary responsibility in the capacity favor of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby or the process leading thereto (including irrespective of whether such Purchaser has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Purchaser, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect process leading thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities 1.1. Subject to the several Underwriters as provided in terms and conditions of this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to sell the Option Securities to the several UnderwritersSubscriber, and the Underwriters, on Subscriber hereby agrees to purchase the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, Securities from the Company the Option SecuritiesCompany, solely to cover over-allotments, if any, in a private placement at the Purchase Price, less an amount aggregate purchase price of $10.00 per share, if any, equal to any dividends or distributions declared Unit multiplied by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by each Underwriter shall Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPO. 1.2. Solely to the extent the number of Option Securities that bears the same proportion to the aggregate number of Option Securities Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of common stock of the Company held directly or indirectly by the several Underwriters as Subscriber, will result in the number Subscriber beneficially owning over 9.9% of Underwritten Securities set forth in Schedule 1 hereto opposite common stock of the name of such Underwriter Company (or such number increased other entity as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time continuing public company following the Business Combination), as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior determined pursuant to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer Rule 13d--3 under the Securities for sale Exchange Act of 1934, as amended, Subscriber shall have the right to the public on the terms set forth limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities Units to be purchased on any Closing Date shall pursuant hereto shall, so long as such Warrants are held by the Subscriber, be made by wire transfer in immediately available funds identical to the account specified private placement warrants]to be purchased by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts Isos Acquisition Sponsor LLC (the “Global ReceiptsSponsor”) representing the Securities purchased on such date, with any transfer taxes payable in connection a private placement concurrent with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. IPO (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent ofis, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters Warrants will not be redeemable and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be exercisable on behalf of the Companya cashless basis).

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $[•] (the “ADS Purchase Price”) from the Company and the Selling Stockholder the respective number of Underwritten Subscription Securities and Sale Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) hereto. In addition, the Company agrees Selling Stockholder agrees, as and to sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities, solely to cover over-allotments, if any, Securities at the ADS Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of to be purchased by such Underwriter from the Company pursuant to this Section 3 (or such number increased as set forth in Section 9 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives Underwriters in their sole discretion shall make make. Any such election to eliminate any fractional Securitiespurchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Underwriters to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ca) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (db) Payment for For the ADSs to be delivered hereunder, the Company shall issue and delivery deposit the requisite number of Common Shares to be sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafterDepository, as custodian for the Representatives Depositary (the “Custodian”), for the account of the Depositary, and the Company may agree upon shall register such Common Shares on the shareholders’ registry of the Company in writing orthe name of the Custodian. The ADSs to be purchased by each Underwriter hereunder, in the case of the Option Securitiesdefinitive form, on the date and at the time in such amounts and place specified by the Representatives registered in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein names as the “Initial Closing Date”, Underwriters may request upon notice to the Company and the time and date for such payment for Attorneys-in-Fact at least one full business day prior to the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be delivered at the Closing Date are herein referred to as a “or the Additional Closing Date”. (e) Payment for , as the Securities to be purchased case may be, by or on any Closing Date shall be made by wire transfer in immediately available funds behalf of the Company and the Attorneys-in-Fact to the account specified by Underwriters through the Company to the Representatives against delivery to the nominee facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the UnderwritersUnderwriters of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, of one in immediately available funds, to the Company’s account and the Selling Stockholder’s respective accounts (which shall be designated to the Underwriters by the Company and the Attorneys-in-Fact (with regard to payment to the Selling Stockholder) at the Notification Time) in New York as specified in Section (d) or more (e) below. The Company and the Attorneys-in-Fact will cause the certificate or certificates in global Depositary Receipts (the “Global Receipts”) form representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall ADSs to be made available for inspection by checking at least twenty-four (24) hours prior to the Representatives not later than 1:00 P.M.Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (c) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on July [•], 2021 (00:00 a.m., Seoul time, on July [•], 2021) and (ii) the delivery shall be immediately after 11:00 a.m., New York City time, on July [•], 2021 (00:00 a.m., Seoul time, on July [•], 2021) or, in each case of (i) and (ii), at the same time on such other dates as the Underwriters, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities are herein referred to as the “Closing Date.” (d) With respect to the Option Securities, the time of (i) the payment shall be immediately prior to 11:00 a.m., New York City time on the date specified by the Underwriters in the written notice given by the Underwriters of the election to purchase such Option Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such other times, dates and place as the Underwriters, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Option Securities, are herein referred to as the “Additional Closing Date.” (e) The documents to be delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, or such other time and date as the Underwriters, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of O’Melveny & ▇▇▇▇▇ LLP, Times Square Tower, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Closing Location”). A meeting will be held at the Closing Location at [•] [a/p].m., New York time, on the business day prior to immediately preceding the applicable Closing Date or the Additional Closing Date, as the case may be, at which meeting the final drafts of the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the parties hereto. (f) The Each of the Company and the Selling Stockholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, none of the Representatives or any other no Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter none of the Underwriters shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security 99.017% of the principal amount thereof plus accrued interest, if any, from May 29, 2024 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for retail orders and (ii) $24.5000 per Security for institutional ordersall the Securities to be purchased as provided herein. (b) In addition, the The Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands Guarantor understand that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in your judgment is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall will be made via electronic exchange at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. A.M., New York City time time, on November 20May 29, 20202024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives you and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (ed) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representatives you against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives you not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 96.850% of the principal amount thereof (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders). (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 9 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments based on the minimum denomination of Securities as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange in the case of the Underwritten Securities at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 20September 12, 20202018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date.”. (e) Payment for the Securities to be purchased on any Closing Date Date, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, Underwriters of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (ai) The Company Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to issue and sell the Underwritten Securities loan to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities principal amount set forth opposite such Underwriteron the Lender’s name on Schedule 1 hereto at a price signature page of this Agreement (the “Purchase Price”) equal ), out of the aggregate amount being loaned by all Lenders of US $__________(1)(the “Total Purchase Price”). The obligation to repay the loan from the Lender shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures issued to the Lender, the “Debentures”). Each Debenture (i) $24.2125 per Security shall provide for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, its conversion into Common Stock at the Purchase PriceConversion Price (as defined below), less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to which price may be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or adjusted from time to time as provided in partthe Debenture, (ii) mature on or before the 30th day following which is the date first anniversary of the ProspectusClosing Date, subject to acceleration under certain circumstances described in the form of the Convertible Debenture annexed hereto as Annex I, (iii) will be guaranteed by written notice from the Representatives Guarantor (as defined below) pursuant to, and subject to, the terms of a Personal Guarantee of Guarantor (the “Guaranty”) attached to the Company. Such notice Debenture, and (iv) shall set forth have the aggregate number of Option Securities as terms and conditions of, and be substantially in the form attached hereto as, said Annex I. (ii) The loan to which be made by the option is being exercised Lender and the date issuance of the Debentures and time when the Option Securities are to be delivered and paid for which may be Warrants (collectively, the same date and time as the Initial Closing Date (as hereinafter defined“Purchased Securities”) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants, and are referred to collectively as the “Initial Closing DateTransactions.”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $9.87 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto hereto, and to purchase at a price of $9.8699 per Warrant (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Option Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Shares at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time on November 20September 12, 20202024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Shares and Warrants is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Underwritten Shares and Option Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Warrants shall be delivered to the purchasers of the Warrants (or to the Representatives as directed by the Representatives), in definitive form, registered in such names and in such denominations as the Representatives shall request in writing no later than one business day prior to the Closing Date. The Warrants will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct the purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $10.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters. The Company shall promptly (but in no event later than the Closing Date) pay $0.629994 per warrant (the “Warrant Underwriting Discount”) to the Representatives by wire transfer in immediately available funds to the account specified by the Representatives, provided however, that the Company agrees that the Representatives will be entitled at their discretion to set off the payment for the Underwritten Shares against the aggregate Warrant Underwriting Discount payable to the Representatives, and any excess amount will remain due and payable to the Company on the Closing Date. In the event the purchasers of the Warrants in the offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriters agree to make payment to the Company for such Warrants at a price per Warrant equal to the Warrant Purchase Price; provided, however, that the Representatives may elect, by written notice to the Company, to receive shares of common stock of the Company in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement at a price per share equal to the Share Purchase Price (the “Substitute Shares”). The aggregate amount of Substitute Shares and Warrants to be delivered to the Representatives hereunder may be reallocated at the discretion of the Representatives no later than the business day prior to the Closing Date, to increase or decrease the number of Substitute Shares or Warrants, provided that the aggregate number of Substitute Shares and Warrants issued does not exceed 14,300,000. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from November 13, 2017 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional ordersas defined below). (b) In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at from November 13, 2017 to the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities, but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 9 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives Representative in their its sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two one business days day prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative (A) in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 2013, 20202017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, (B) in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the Underwriters, several Underwriters of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives Representative at the office of ▇.▇. ▇▇▇▇▇▇ Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fe) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Shares and the Warrants to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a purchase price of $1.88 per Underwritten Share (the “Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto hereto, and to purchase at a purchase price of $1.8791 per Warrant (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to sell the Option Securities grants an option to the several UnderwritersUnderwriters to purchase, severally and not jointly, the UnderwritersOption Shares within 30 days of the date of this Agreement, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares and Warrants set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares and Warrants being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional SecuritiesOption Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any Unless the Representative and the Company otherwise agree in writing, any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, Securities and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative (which shall be an account of InflaRx Pharmaceuticals, Inc., which the Company has authorized to receive and hold the payment for the Securities on behalf of the Company), in the case of the Underwritten Shares and the Warrants, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 A.M. A.M., New York City time time, on November 20February 18, 20202025, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Shares and Warrants is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts Delivery of the Underwritten Shares and Option Shares shall be made available for inspection through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Warrants shall be delivered to the purchasers of the Warrants (or to the Representative as directed by the Representatives not Representative), in definitive form, registered in such names and in such denominations as the Representative shall request on or prior to the Closing Date, with any transfer taxes payable in connection with the sale of such Warrants duly paid by the Company. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Warrants in the offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $1.999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters. The Company shall promptly (but in no event later than 1:00 P.M.the Closing Date) pay $0.1199 per warrant (the “Warrant Underwriting Discount”) to the Representative by wire transfer in immediately available funds to the account specified by the Representative; provided, New York City timehowever, that the Company agrees that the Representative will be entitled at its discretion to set off the payment for the Underwritten Shares against the aggregate Warrant Underwriting Discount payable to the Representative, and any excess amount will remain due and payable to the Company on the Closing Date. In the event the purchasers of the Warrants in the offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriters agree to make payment to the Company for such Warrants at a price per Warrant equal to the Warrant Purchase Price; provided, however, that the Representative may elect, by written notice to the Company, to receive Ordinary Shares in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement at a price per share equal to the Purchase Price (the “Substitute Shares”). The aggregate amount of Substitute Shares and Warrants to be delivered to the Representative hereunder may be reallocated at the discretion of the Representative no later than the business day prior to the applicable Closing Date, to increase or decrease the number of Substitute Shares or Warrants, provided that the aggregate number of Substitute Shares and Warrants issued does not exceed 15,000,000. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this AgreementUnderwriter, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally agrees to purchase at a price per share of Common Stock of $12.61 (the “Share Purchase Price”) from the Company the number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto and not jointly, to purchase from the Company Warrants in respect of the respective number of Underwritten Securities Warrant Shares set forth opposite such the Underwriter’s name on in Schedule 1 hereto at a price of $12.6099 per Warrant Share (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) ). In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriter as provided in this Agreement, and the UnderwritersUnderwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional SecuritiesShares. The Underwriters Underwriter may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Underwriter to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend Underwriter intends to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters Underwriter may offer and sell the Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Underwriter, in the case of the Underwritten Securities, at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP, Two Manhattan West, New York, New York 10001 at 10:00 A.M. New York City time on November 2027, 20202024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriter and the Company may agree upon in writing orwriting, or in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives Underwriter in the written notice of the Underwriters’ Underwriter’s election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, Underwriter of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Warrants shall be delivered to the Underwriter in definitive form, registered in such names and in such denominations as the Underwriter shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, Underwriter on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Underwriter shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $12.9999 per Warrant Share, in lieu of payment by the Underwriter for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriter; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the date on which such payment was received) pay $0.39 per Warrant Share to the Underwriter by wire transfer in immediately available funds to the account specified by the Underwriter. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriter may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriter under this Agreement. (fd) The Company acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall not have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Underwriter of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20May 21, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a purchase price of $44.229 per share (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) ). In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, less provided that the purchase price per Optional Security shall be reduced by an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Firm Securities but not payable on the Option Optional Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Firm Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised be purchased and the date and time when on which the Option Securities are to be delivered and paid for which may be delivered, as determined by the same date and time as Representatives, but in no event earlier than the Initial Closing Date (as hereinafter defined) but shall not be or, unless the Representatives and the Company otherwise agree in writing, earlier than the Initial Closing Date nor two or later than the tenth full ten business day (as hereinafter defined) days after the date of such notice (unless such notice. The right to purchase the Option Securities or any portion thereof may be exercised from time to time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date extent not previously exercised may be surrendered and terminated at any time of delivery specified thereinupon notice by the Representatives to the Company. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the accounts specified by the Company, to the Representatives in the case of the Firm Securities, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 A.M. New York City time on November 20March 19, 2020, 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Initial Closing Date”, ,” and the each such time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than at 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. Upon the authorization by you of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company Selling Stockholder agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $8.075 (the “ADS Purchase Price”), which represents the public offering price of $8.50 per ADS minus an underwriting discount of $0.425 per ADS, from the Company Selling Stockholder the respective number of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) hereto. In addition, the Company agrees Selling Stockholder agrees, as and to sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities, solely to cover over-allotments, if any, Securities at the ADS Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of to be purchased by such Underwriter from the Selling Stockholder pursuant to this Section 3 (or such number increased as set forth in Section 9 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives Underwriters in their sole discretion shall make make. Any such election to eliminate any fractional Securitiespurchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 13 hereof)) nor a date that is not a business day. Any such notice shall be given at least two one business days day prior to the date and time of delivery specified therein. (ca) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (db) Payment for and delivery The Selling Stockholder has deposited the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder with the Korea Securities shall Depository, as custodian for the Depositary (the “Custodian”), for the account of the Depositary. The ADSs to be made via electronic exchange purchased by each Underwriter hereunder, in definitive form, and in such amounts and registered in such names as the Representative may request upon notice to the Company and Attorneys-in-Fact at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth least one full business day thereafter, as prior to the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be delivered at the Closing Date are herein referred to as a “or the Additional Closing Date”. (e) Payment for , as the Securities to be purchased case may be, by or on any Closing Date shall be made by wire transfer in immediately available funds behalf of the Selling Stockholder to the account specified by Representative through the Company to the Representatives against delivery to the nominee facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the UnderwritersRepresentative of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, of one in immediately available funds, to the Selling Stockholder’s account (which shall be designated to the Representative by the Attorneys-in-Fact at the Notification Time) in New York as specified in Section (c) or more (d) below. The Selling Stockholder will cause the certificate or certificates in global Depositary Receipts (the “Global Receipts”) form representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall ADSs to be made available for inspection by checking at least twenty-four (24) hours prior to the Representatives not later than 1:00 P.M.Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (c) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on June 13, 2025 (00:00 a.m., Seoul time, on June 14, 2025) and (ii) the delivery shall be immediately after 11:00 a.m., New York City time, on June 13, 2025 (00:00 a.m., Seoul time, on June 14, 2025) or, in each case of (i) and (ii), at the same time on such other dates as the Representative and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities are herein referred to as the “Closing Date.” (d) With respect to the Option Securities, the time of (i) the payment shall be immediately prior to 11:00 a.m., New York City time on the date specified by the Representative in the written notice given by the Representative of the election to purchase such Option Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such other times, dates and place as the Representative and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Option Securities, are herein referred to as the “Additional Closing Date.” (e) The documents to be delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, or such other time and date as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ , ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Closing Location”). A meeting will be held at the Closing Location or by teleconference at 7:00 a.m., New York time, on the business day prior to immediately preceding the applicable Closing Date or the Additional Closing Date, as the case may be, at which meeting the final drafts of the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the parties hereto. (f) The Each of the Company and the Selling Stockholder acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no neither the Representative nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representative and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Upon the basis of the warranties and representations herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities Firm Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) per share of $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) 24.2125. In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Firm Shares but not payable on the Option SecuritiesShares. The Option Shares may be purchased by the Underwriters only for the purposes of covering over-allotments made in connection with the sale of the Firm Shares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 11 hereof) bears to the aggregate number of Underwritten Securities Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives Representative in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase the Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 11 hereof). Any such notice shall be given at least two business days promptly prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative, at the New York offices of Ropes & ▇▇▇▇ LLP at 10:00 A.M. A.M., New York City time time, on November 20January 25, 20202022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Firm Shares is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. Certificate for the Securities, if the shares are represented by certificates, will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price per Unit (the “Purchase Price”) equal to (i) of $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) 97. In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, Price less an amount per share, if any, Unit equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirteenth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusDisclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time time, on November 20June 15, 20202016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. (e) The Company will prepare a final term sheet, containing a description of final terms of the Securities, the offering thereof and the concurrent offering of the Company’s Common Stock, in the form attached as Schedule II hereto and will file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule. (f) The Company will reserve and keep available at all times, free of preemptive rights, the maximum number of shares of Issuable Common Stock issuable under the Purchase Contract Agreement (calculated assuming settlement of the Purchase Contracts at the “maximum settlement rate,” as such term is defined in the Disclosure Package). (g) The Company will not, between the date hereof and the Closing Date, do or authorize any act or thing that would result in an adjustment of the settlement rates of the Purchase Contracts.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price of $4.4650 per share of Common Stock (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) of $24.2125 4.4649 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) Warrant. In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option SecuritiesShares, solely to cover over-allotments, if any, at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 ‎10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Menlo Park, California at 10:00 A.M. New York City time on November 20April 30, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing writing, or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $4.7499 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing Date) pay $0.2850 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to Underwriter shall purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to sell the Option Securities to the several UnderwritersIssuer, and the UnderwritersIssuer shall sell to the Underwriter, all (but not less than all) of the Securities on the basis of Closing Date at the representations, warranties and agreements aggregate Purchase Price set forth herein and subject to the conditions set forth hereinbelow, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsplus accrued interest, if any, . The Securities shall bear interest at the Purchase Pricerates per annum, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable mature on the Underwritten Securitiesdates, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion sold to the aggregate number of Option Securities public at the prices and be subject to be purchased by the several Underwriters optional and mandatory sinking fund redemption prior to maturity and to such other terms and provisions, all as the number of Underwritten Securities set forth in Schedule 1 hereto opposite I. The Securities otherwise shall be as described in the name of such Underwriter (or such number increased as Official Statement, the Bond Resolution and the Issuer Documents. The Underwriter’s agreement to purchase the Securities from the Issuer is made in reliance upon the Issuer’s representations, covenants and warranties and on the terms and conditions set forth in Section 9 hereofthis Agreement. The Issuer acknowledges and agrees that: (i) bears the primary role of the Underwriter, as underwriter, is to purchase securities for resale to investors in an arms-length commercial transaction between the Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the Issuer; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate Issuer or any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at other person or entity and has not assumed any time in whole, advisory or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives fiduciary responsibility to the Company. Such notice shall set forth Issuer with respect to the aggregate number of Option Securities as to which the option is being exercised transaction contemplated hereby and the date discussions, undertakings and time when proceedings leading thereto (irrespective of whether the Option Securities Underwriter has provided other services or are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior currently providing other services to the date and time of delivery specified therein. Issuer on other matters); (ciii) The Company understands that the Underwriters intend to make a public offering of only obligations the Securities, and initially to offer the Securities for sale Underwriter has to the public on Issuer with respect to the terms transaction contemplated hereby expressly are set forth in this Agreement; and (iv) the Prospectus. The Company acknowledges Issuer has consulted its own legal, accounting, tax, financial and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafteradvisors, as the Representatives and the Company may agree upon in writing orapplicable, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable extent it has deemed appropriate in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Datetransaction contemplated herein. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price of $6.204 per share of Common Stock (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto, and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $6.194 per Warrant (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) ). In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase the Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. a.m. New York City time on November 20December 6, 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for any such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants and, if the Shares are certificated, the certificates for the Shares, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $6.59 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date) pay $0.396 per Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. The Company also acknowledges and agrees that the Underwriters may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. No Underwriter has any obligation to the Company with respect to the offering of Securities except the obligations expressly set forth in this Agreement. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 97.25% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from July 3, 2025 to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) the Closing Date. In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option SecuritiesSecurities at the Purchase Price plus accrued interest, solely if any, from July 3, 2025 to the date of payment and delivery. Such option may be exercised only to cover over-allotments, if any, at allotments in the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared sale of the Underwritten Securities by the Company and payable on the Underwritten Securities, but not payable on the Option SecuritiesUnderwriters. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in ‎Schedule 1 hereto (or such number amount increased as set forth in Section 9 ‎10‎ hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or part before the 30th thirtieth (30th) day following the date of the Prospectus, this Agreement by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full (10th) business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with on which the provisions of Section 9 hereof)option shall have been exercised. Any such notice shall be given at least two one business days day prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 A.M. New York City time on November 20July 3, 20202025, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), ) for the account respective accounts of the Underwritersseveral Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives at the office of J.▇. ▇▇▇▇▇▇ Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price per share of $10.6408 (the “Share Purchase Price”) equal ), and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $10.6407 (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time time, on November 20May 29, 2020, 2020 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $11.3199 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing Date) pay $0.6792 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell sell, and the Selling Stockholder agrees to sell, the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at and from the Selling Stockholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Underwritten Securities to be sold by the Selling Stockholder as set forth opposite its name in Schedule 2 hereto by a price (fraction, the “Purchase Price”) equal numerator of which is the aggregate number of Underwritten Securities to (i) $24.2125 per Security for retail orders be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and (ii) $24.5000 per Security for institutional orders. (b) the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Stockholder hereunder. In addition, the Company agrees Selling Stockholder agrees, as and to sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, Price less an amount per share, if any, ADS equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 12 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company and the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives in their sole discretion shall make make. Any such election to eliminate any fractional Securitiespurchase Option Securities shall be made in proportion to the maximum number of Option Securities to be sold by the Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the SecuritiesSecurities outside Turkey, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities outside Turkey to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) (i) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the accounts specified by the Company and the Attorneys-in-Fact or any of them (with regard to payment to the Selling Stockholder), to the Representatives at 10:00 the offices of C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, 2 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇ at 9:00 A.M. New York City time on November 20[●], 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representatives, the Company and the Company Attorneys-in-Fact may agree upon in writing writing, or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities 1.1. Subject to the several Underwriters as provided in terms and conditions of this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In addition, the Company agrees to sell the Option Securities to the several UnderwritersSubscriber, and the Underwriters, on Subscriber hereby agrees to purchase the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, Securities from the Company the Option SecuritiesCompany, solely to cover over-allotments, if any, in a private placement at the Purchase Price, less an amount aggregate purchase price of $10.00 per share, if any, equal to any dividends or distributions declared Unit multiplied by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by each Underwriter shall Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPO. 1.2. Solely to the extent the number of Option Securities that bears the same proportion to the aggregate number of Option Securities Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the several Underwriters as Subscriber, will result in the number Subscriber beneficially owning over 9.9% of Underwritten Securities set forth in Schedule 1 hereto opposite shares of the name of such Underwriter Company (or such number increased other entity as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time continuing public company following the Business Combination), as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior determined pursuant to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer Rule 13d--3 under the Securities for sale Exchange Act of 1934, as amended, Subscriber shall have the right to the public on the terms set forth limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities Units to be purchased on any Closing Date shall pursuant hereto shall, so long as such Warrants are held by the Subscriber, be made by wire transfer in immediately available funds identical to the account specified private placement warrants]to be purchased by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts Isos Acquisition Sponsor LLC (the “Global ReceiptsSponsor”) representing the Securities purchased on such date, with any transfer taxes payable in connection a private placement concurrent with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. IPO (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent ofis, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters Warrants will not be redeemable and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be exercisable on behalf of the Companya cashless basis).

Purchase of the Securities. 2.1 Subject to the terms and conditions stated herein and the execution and delivery of the Pricing Agreement by the Company, the Selling Shareholder and the Underwriter: (a) The Company agrees the Selling Shareholder agrees, no later than 2.00 p.m. (Bratislava time) on the Business Day preceding the Closing Date, to issue and sell transfer the Underwritten Securities number of Ordinary Shares to be underlying the Offer GDRs as set forth in the Pricing Agreement to the several Underwriters holding account of the Custodian (or such other account as provided in this Agreementmay be agreed between the Custodian and the Selling Shareholder) to be held on its behalf until such time as an instruction (to be received prior to 8.00 a.m. (Bratislava) time on the Closing Date) from the Selling Shareholder is given to the Custodian to transfer such Ordinary Shares to the Depositary (or its nominee) with full title free from all Encumbrances and any rights of pre-emption, and each Underwriter, on with all the basis rights attaching thereto at the time of the representations, warranties such transfer and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders.ranking pari passu with all other Ordinary Shares; (b) In additionthe Selling Shareholder agrees, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, no later than 2.00 p.m. (Bratislava time) on the basis of Business Day preceding the representationsClosing Date, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, transfer the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities Offer Shares set forth in Schedule 1 hereto opposite the name Pricing Agreement to its account with the Shares Settlement Agent or such other account as may be agreed between the Shares Settlement Agent and the Selling Shareholder, which shall, upon receipt of an instruction from the Selling Shareholder (to be received prior to 4.00 p.m. (Bratislava) time on the Business Day preceding the Closing Date), be transferred by the Shares Settlement Agent to its own custodian account with full title free from all Encumbrances and any rights of pre-emption, and with all the rights attaching thereto at the time of such transfer and ranking pari passu with all other Ordinary Shares to be held for the account of the Shares Settlement Agent for transfer on the Closing Date to subscribers procured by the Underwriter (or such number increased as set forth in Section 9 hereof) bears or, failing which, to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.Underwriter; (c) The Company understands that the Underwriters intend Selling Shareholder agrees to make a public offering procure the issue and delivery by the Depositary of the Securities, Offer GDRs in respect of the relevant Offer Shares underlying the Offer GDRs with full title free from all Encumbrances and initially to offer any rights of pre-emption with all the Securities for sale rights attaching thereto by 8.00 a.m. (Bratislava time) on the Closing Date pursuant to the public terms of the Deposit Agreements, to be held for its account for transfer on the terms set forth in Closing Date to subscribers procured by the Prospectus. The Company acknowledges and agrees that Underwriter or, failing which, to the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter.; and (d) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on Underwriter agrees with the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing Selling Shareholder to procure purchasers or, in the case of the Option Securitiesfailing which, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time number of Offer Shares and/or Offer GDRs as is set out opposite its name in the Pricing Agreement and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”pay, and the time and date in accordance with Clause 8.1, for such payment for number of Offer Shares and/or Offer GDRs on the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date at the Share Offer Price per Offer Share and the Additional Closing Date are herein referred to as a “Closing Date”GDR Offer Price per Offer GDR. (e) Payment to the Selling Shareholder for the Offer Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.follows:

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subscription Securities, and the Selling Stockholder agrees to sell the Sale Securities, to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per ADS of $16.74 (the “ADS Purchase Price”), which represents the public offering price of $18.00 per ADS minus an underwriting discount of $1.26 per ADS, from the Company and the Selling Stockholder the respective number of Underwritten Subscription Securities and Sale Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) hereto. In addition, the Company agrees Selling Stockholder agrees, as and to sell the extent indicated in Schedule 2 hereto, to sell, the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company Selling Stockholder the Option Securities, solely to cover over-allotments, if any, Securities at the ADS Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that which bears the same proportion ratio to the aggregate number of Option Securities to be being purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of to be purchased by such Underwriter from the Company pursuant to this Section 3 (or such number increased as set forth in Section 9 13 hereof) bears to the aggregate number of the Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representatives Underwriters in their sole discretion shall make make. Any such election to eliminate any fractional Securitiespurchase Option Securities shall be made in proportion to the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the CompanyCompany and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 13 hereof)) nor a date preceding a day that is not a business day. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (ca) The Company understands and the Selling Stockholder understand that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (db) Payment for For the ADSs to be delivered hereunder, the Company shall issue and delivery deposit the requisite number of Common Shares to be sold by the Company hereunder and the Attorneys-in-Fact shall deposit the requisite number of the Common Shares to be sold by the Selling Stockholder hereunder, in each case, with the Korea Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafterDepository, as custodian for the Representatives Depositary (the “Custodian”), for the account of the Depositary, and the Company may agree upon shall register such Common Shares on the shareholders’ registry of the Company in writing orthe name of the Custodian. The ADSs to be purchased by each Underwriter hereunder, in the case of the Option Securitiesdefinitive form, on the date and at the time in such amounts and place specified by the Representatives registered in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein names as the “Initial Closing Date”, Representative may request upon notice to the Company and the time and date for such payment for Attorneys-in-Fact at least one full business day prior to the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date, as the case may be (the “Notification Time”), shall be delivered at the Closing Date are herein referred to as a “or the Additional Closing Date”. (e) Payment for , as the Securities to be purchased case may be, by or on any Closing Date shall be made by wire transfer in immediately available funds behalf of the Company and the Attorneys-in-Fact to the account specified by Representative through the Company to the Representatives against delivery to the nominee facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, immediately following payment by the UnderwritersRepresentative of the aggregate ADS Purchase Price therefor by wire transfer through the Federal Wire System in New York in United States dollars, of one in immediately available funds, to the Company’s account and the Selling Stockholder’s respective accounts (which shall be designated to the Representative by the Company and the Attorneys-in-Fact (with regard to payment to the Selling Stockholder) at the Notification Time) in New York as specified in Section (d) or more (e) below. The Company and the Attorneys-in-Fact will cause the certificate or certificates in global Depositary Receipts (the “Global Receipts”) form representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall ADSs to be made available for inspection by checking at least twenty-four (24) hours prior to the Representatives not later than 1:00 P.M.Closing Date or the Additional Closing Date, as the case may be, in New York, New York with respect thereto at the office of DTC or its designated custodian. (c) With respect to the Underwritten Securities, the time and date of (i) the payment shall be immediately prior to 11:00 a.m., New York City time, on September 2, 2021 (00:00 a.m., Seoul time, on September 3, 2021) and (ii) the delivery shall be immediately after 11:00 a.m., New York City time, on September 2, 2021 (00:00 a.m., Seoul time, on September 3, 2021) or, in each case of (i) and (ii), at the same time on such other dates as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Underwritten Securities are herein referred to as the “Closing Date.” (d) With respect to the Option Securities, the time of (i) the payment shall be immediately prior to 11:00 a.m., New York City time on the date specified by the Representative in the written notice given by the Representative of the election to purchase such Option Securities (00:00 a.m., Seoul time immediately following date), and (ii) the delivery shall be immediately after 11:00 a.m., New York City time on the same date (00:00 a.m., Seoul time immediately following date), or in each case of (i) and (ii), at such other times, dates and place as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Option Securities, are herein referred to as the “Additional Closing Date.” (e) The documents to be delivered (including electronically) by or on behalf of the parties hereto pursuant to this Agreement will be delivered on the Closing Date or the Additional Closing Date, as the case may be, or such other time and date as the Representative, the Company and the Attorneys-in-Fact may agree upon in writing, in each case at the offices of O’Melveny & ▇▇▇▇▇ LLP, Times Square Tower, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Closing Location”). A meeting will be held at the Closing Location at 7:00 a.m., New York time, on the business day prior to immediately preceding the applicable Closing Date or the Additional Closing Date, as the case may be, at which meeting the final drafts of the documents to be delivered pursuant to this Section 3 and the cross-receipts of the ADSs will be available for review by the parties hereto. (f) The Each of the Company and the Selling Stockholder acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and the Selling Stockholder or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company and the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no neither the Representative nor any other Underwriter shall have any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Representative and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative and the other Underwriters and shall not be on behalf of the CompanyCompany or the Selling Stockholder.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 97.25% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from June 10, 2021 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at from June 10, 2021 to the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities, but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 9 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives Representative in their its sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company. Such notice shall set Company setting forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same for; provided, that any such settlement date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full 10th business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with on which the provisions of Section 9 hereof)option shall have been exercised. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The Underwriters may exercise the option solely to cover over-allotments. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 A.M. New York City time on November 20June 15, 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the Underwriters, several Underwriters of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives Representative at the office of ▇.▇. ▇▇▇▇▇▇ Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Company, the respective number principal amount of Underwritten Securities the Notes set forth opposite such Underwriter’s name on in Schedule 1 hereto hereto, at a price (the “Purchase Price”) equal to to: (i) $24.2125 per Security for retail orders with respect to the 2020 Notes, [•]% of the principal amount thereof plus accrued interest, if any, from July [•], 2010 to the Closing Date (as defined below) and (ii) $24.5000 per Security with respect to the 2039 Notes, at a price equal to [•]% of the principal amount thereof plus accrued interest, from February 15, 2010 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for institutional ordersall the Notes to be purchased as provided herein. (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date Company and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty counterparties to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, the Guarantors, or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company Company, the Guarantors, or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall not have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters any Underwriter of the Company of Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters such Underwriter and shall not be on behalf of the Company, the Guarantors, or any other person.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such the Underwriter’s name on in Schedule 1 hereto at a price equal to 97% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from October 2, 2017 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional ordersas defined below). (b) In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriter as provided in this Agreement, and the UnderwritersUnderwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, purchase from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at the Purchase Pricefrom October 2, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion 2017 to the aggregate number date of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securitiespayment and delivery. The Underwriters Underwriter may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Underwriter to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof)notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend Underwriter intends to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters Underwriter may offer and sell Securities to or through any affiliate of an the Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any the Underwriter. (d) Payment for and delivery of the Underwritten Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Underwriter at (A) in the case of the Underwritten Securities, the offices of Cozen ▇’▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 20October 2, 20202017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriter and the Company may agree upon in writing or, (B) in the case of the Option Securities, on the date and at the time and place specified by the Representatives Underwriter in the written notice of the Underwriters’ Underwriter’s election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, Underwriter of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fe) The Company acknowledges and agrees that the Underwriters are Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters Underwriter of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price per share of $23.03 (the “Share Purchase Price”) equal ), and to purchase from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Warrant of $23.029906 (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time time, on November 20December 11, 2020, 2020 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $24.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing Date) pay $1.469994 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities Subject to the several Underwriters as provided in terms and conditions of this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) In additionincluding Section 4(c), the Company agrees to sell the Option Securities to the several UnderwritersSubscriber, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Subscriber hereby shall have the option to purchase, severally and not jointly, purchase the Securities from the Company the Option SecuritiesCompany, solely to cover over-allotments, if any, in a private placement at the Purchase Price, less an amount aggregate purchase price of $10.00 per share, if any, equal to any dividends or distributions declared Unit multiplied by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities Units being purchased hereunder (“Aggregate Purchase Price”), up an Aggregate Purchase Price of $40,000,000.00. (b) To the extent that the number of Units to be purchased by each Underwriter shall be pursuant to this Agreement, together with the number other shares of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased Company held directly or indirectly by the several Underwriters as Subscriber, will result in the number Subscriber beneficially owning over 9.999% of Underwritten Securities set forth in Schedule 1 hereto opposite shares of the name of such Underwriter Company (or such number increased other entity as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time continuing public company following the Business Combination), as determined pursuant to Rule 13d-3 under the Initial Closing Date Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as hereinafter defined) but shall would not be earlier than the Initial Closing Date nor later than the tenth full business day (result in its beneficial ownership exceeding 9.999%, as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereindetermined above. (c) The Company understands To the extent the Subscriber determines in good faith that purchasing the Underwriters intend Securities pursuant to make this Agreement would reasonably be likely to give rise to a public offering material conflict of interest in relation to one or more business endeavors of the SecuritiesSubscriber or any of its affiliates or conflict with any legal, and initially regulatory or contractual requirements to offer which the Securities for sale Subscriber or its affiliates may be subject, the Subscriber shall be released from any obligation to purchase Units pursuant to this Agreement upon written notice to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer this Agreement shall terminate and sell Securities to or through any affiliate be of an Underwriter no further force and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwritereffect. (d) Payment for and delivery of To the Securities shall be made via electronic exchange at 10:00 A.M. New York City time on November 20, 2020, or at such other time or place on extent that the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as Subscriber executes an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable alternative financing in connection with the sale Business Combination under terms mutually agreed upon by the Subscriber and the Company, the Subscriber shall be released from any obligation to purchase Units pursuant to this Agreement upon the mutual written consent of such Securities duly paid the Subscriber and the Company and this Agreement shall terminate and be of no further force and effect. The Company hereby agrees that the Subscriber shall have a right of first offer (with customary terms as reasonably determined by the Company. The Global Receipts shall ) in relation to any alternative financing, including, without limitation, any preferred equity or debt financing, to be made available for inspection obtained by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. (f) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyBusiness Combination.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 96% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from October 5, 2016 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional ordersas defined below). (b) In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotmentsSecurities at the Purchase Price plus accrued interest, if any, at from October 5, 2016 to the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities, but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 9 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives Representative in their its sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, solely for the purpose of covering over-allotments made in connection with the offering and distribution of the Underwritten Securities, on or before the 30th thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (d) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative (A) in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 20October 5, 20202016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, (B) in the case of the Option Securities, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the Underwriters, several Underwriters of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives Representative at the office of ▇.▇. ▇▇▇▇▇▇ Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fe) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $2.2748 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto hereto, and to purchase at a price of $2.2747 per Warrant (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional ordersfrom the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) In addition, the Company agrees to sell the Option Securities to the several Underwriters, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities that bears the same proportion to the aggregate number of Option Securities to be purchased by the several Underwriters as the number of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Securities. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November 20August 16, 20202022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Warrants shall be delivered to the purchasers of the Warrants (or to the Representatives as directed by the Representatives), in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct the purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $2.4199 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters. The Company shall promptly (but in no event later than the Closing Date) pay $0.145194 per warrant (the “Warrant Underwriting Discount”) to the Representatives by wire transfer in immediately available funds to the account specified by the Representatives, provided however, that the Company agrees that the Representatives will be entitled at their discretion to set off the Warrant Underwriting Discount against the payment for the Shares, and any excess amount will remain due and payable on the Closing Date. In the event the purchasers of the Warrants in the offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriters agree to make payment to the Company for such Warrants at a price per Warrant equal to the Warrant Purchase Price; provided, however, that the Representatives may elect, by written notice to the Company, to receive Shares in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement at a price per Share equal to the Share Purchase Price. The aggregate amount of Shares and Warrants to be delivered to the Representatives hereunder may be reallocated at the discretion of the Representatives no later than the business day prior to the Closing Date, to increase or decrease the number of Shares or Warrants, provided that the aggregate number of Shares and Warrants issued does not exceed 26,880,000. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price equal to 96.75% of the principal amount thereof (the “Purchase Price”) equal plus accrued interest, if any, from January 29, 2018 to the Closing Date (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several UnderwritersUnderwriters as provided in this Agreement and solely to cover over-allotments, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Securities at the Purchase Price, less an amount per share, if any, equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, but not payable on the Option Securities. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities that which bears the same proportion ratio to the aggregate number principal amount of Option Securities to be being purchased by the several Underwriters as the number principal amount of Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 9 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof10 hereof or unless otherwise agreed to in writing by the Representatives and the Company). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. A.M., New York City time time, on November 20February 1, 20202018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The the Depository Trust Company (“DTC”), ) for the account respective accounts of the Underwriters, several Underwriters of the Securities to be purchased on such date of one or more global Depositary Receipts notes representing the Securities (collectively, the “Global ReceiptsNote”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall Note will be made available for inspection by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M.10 A.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $5.875 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto hereto, and to purchase at a price of $5.874990 per Warrant (the “Warrant Purchase Price”) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Share Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. New York City time on November February 20, 20202024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representatives for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $6.249990 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.375 per such Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that any purchaser of the Warrants in the public offering fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock of the Company at the Share Purchase Price in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (fd) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities. (a) The Upon the basis of the warranties and representations herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities Firm Shares set forth opposite such Underwriter’s name on in Schedule 1 hereto at a price (the “Purchase Price”) equal to (i) per share of $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) 24.2125. In addition, the Company agrees to issue and sell the Option Securities Shares to the several UnderwritersUnderwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities, solely to cover over-allotments, if any, Shares at the Purchase Price, Price less an amount per share, if any, share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities, Firm Shares but not payable on the Option SecuritiesShares. The Option Shares may be purchased by the Underwriters only for the purposes of covering over-allotments made in connection with the sale of the Firm Shares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities that Shares which bears the same proportion ratio to the aggregate number of Option Securities to be Shares being purchased by the several Underwriters as the number of Underwritten Securities Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 11 hereof) bears to the aggregate number of Underwritten Securities Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives Representative in their sole discretion shall make to eliminate any fractional Securitiesmake. The Underwriters may exercise the option to purchase the Option Securities Shares at any time in whole, or from time to time in part, on or before the 30th thirtieth day following the date of the Prospectus, by written notice from the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for for, which may be the same date and time as the Initial Closing Date (as hereinafter defined) but shall not be earlier than the Initial Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 11 hereof). Any such notice shall be given at least two business days promptly prior to the date and time of delivery specified therein. (cb) The Company understands that the Underwriters intend to make a public offering of the SecuritiesSecurities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities for sale to the public on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. (dc) Payment for and delivery of the Securities shall be made via electronic exchange by wire transfer in immediately available funds to the account specified by the Company to the Representative, at the New York offices of Ropes & G▇▇▇ LLP at 10:00 A.M. A.M., New York City time time, on November 2030, 20202021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representatives Representative in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Firm Shares is referred to herein as the “Initial Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Initial Closing Date, is herein referred to as an the “Additional Closing Date”. Each of the Initial Closing Date and the Additional Closing Date are herein referred to as a “Closing Date”. (e) ” Payment for the Securities to be purchased on any the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities to be purchased on such datedate or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Global Receipts Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. Certificate for the Securities, if the shares are represented by certificates, will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the applicable Closing Date or the Additional Closing Date, as the case may be. (fd) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of neither the Representatives or Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company of Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.