Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., am New York City timetime on March 7, on [____________], 20[__]2016, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall may be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters at 10:00 a.m., New York City time, Underwriter on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the tenth business day thereafter, as shall may be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable payable, or paid by or on behalf of the Underwriter, in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding taxes required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller in Federal or other funds immediately available in New York City against delivery accordance with the terms of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representativesthis Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares the Firm ADSs shall be made to the Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 September 25, 2017 or at such other time on the same or on such other date, in any event not later than [_______]October 2, 20[__], 2017 as shall may be designated in writing by you. Payment for the RepresentativesFirm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm Shares ADSs shall be registered in such names and Additional in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid and (ii) any withholding of taxes required under the laws of Bermuda, against payment The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price thereforby such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________September [ ], 20[__]2012, or at such other time on the same or such other date, not later than [_________September [ ], 20[__]2012, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Stockholders shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [____________]August 28, 20[__], 2006 or at such other time on the same or such other date, not later than [_________]September 2, 20[__]2006, as shall be designated in writing by the RepresentativesUnderwriter. The date and time and date of such payment are hereinafter the payment, in each case, will be referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriterstheir account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the “Designated Office”) on the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters at Underwriter prior to 10:00 a.m., New York City time, on [____________]June 15, 20[__], 2018 or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing mutually agreed by the RepresentativesUnderwriter and the Selling Stockholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment The procedures for any Additional payment and delivery of the Shares to be sold by each Selling Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriter in compliance with the terms of this Agreement, payment for the Repurchase Shares shall be made by the Company to the Selling Shareholders Underwriter in Federal or other funds immediately available in New York City against delivery of such Additional Repurchase Shares for the respective accounts account of the several Underwriters Company at 10:00 a.m., New York City time, on the date specified Closing Date as set forth in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives. Schedule I. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as . The Purchase Price payable by the case may be, for the respective accounts of the several Underwriters, with Underwriter shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2024, or at such other time on the same or such other date, not later than [_________•], 20[__]2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2024, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller seller shall be made to such Seller the Company and Selling Stockholders in Federal or other federal funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters at 10:00 a.m., New York City time, on [____________]July 31, 20[__]2018, or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by you and the RepresentativesCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other federal funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the RepresentativesCompany. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [____________]March 9, 20[__]2020, or at such other time on the same or such other date, not later than [_________]March 16, 20[__]2020, as shall be designated in writing by the RepresentativesUnderwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 ‎3 or at such other time on the same or on such other date, in any event not later than [_______]April 17, 20[__]2020, as shall be designated in writing by the RepresentativesUnderwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Underwriter shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller or upon the order of the Bank by wire transfer payable in Federal or other funds immediately available to an account specified by the Bank on the Closing Date and time set forth in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]Schedule 1 hereto, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall may be reasonably designated in writing by the RepresentativesRepresentatives in writing. The time and date of such payment are hereinafter herein referred to as the “Time of Delivery and such date, the Closing Date.” Payment . At the Time of Delivery, the Bank shall pay the Underwriters a fee (the Underwriters’ Fee) equal to 0.250% of the aggregate principal amount of each series of the Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on against payment by the date specified in several Underwriters through the corresponding notice described in Section 3 or at such other time on Representatives of the same or on such other date, in any event not later than [_______], 20[__], as purchase price thereof. Delivery of the Securities shall be designated in writing by made through the Representatives. facilities of The Firm Shares and Additional Shares shall be registered in such names and in such denominations as Depository Trust Company unless the Representatives shall request not later than one full business day prior otherwise instruct and agree to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforBank.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives2012. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each applicable Seller shall be made to the Selling Shareholders each applicable Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]2012, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Stockholder shall be made to such Seller the Selling Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on [____________December [ ], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives2004. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Selling Shareholders Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than [_______December [ ], 20[__]2004, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment of the aggregate Purchase Price for the Firm Shares to be sold by each Seller shall be made to such Seller the REIT in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares to the Representatives for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on [____________], 20[__]the third full business day following the date of this Agreement, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated agreed to in writing by the REIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any the Additional Shares shall be made to the Selling Shareholders REIT in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares to the Representatives for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], date as shall be designated agreed to in writing by the REIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The Company will deliver the Firm Shares and Additional Shares shall be registered in such names and in such denominations as to the Representatives shall request not later than one full business day prior to for the respective accounts of the Underwriters in book-entry form through the facilities of the Depository Trust Company on the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller in Federal or other funds immediately available in New York City against delivery accordance with the terms of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representativesthis Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares the Firm ADSs shall be made to the Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 April 12, 2017 or at such other time on the same or on such other date, in any event not later than [_______]April 19, 20[__], 2017 as shall may be designated in writing by you. Payment for the RepresentativesFirm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on April 12, 2017 or at such other time on the same or such other date, not later than April 19, 2017 as may be designated in writing by you. The Firm Shares ADSs shall be registered in such names and Additional in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid and (ii) any withholding of taxes required under the laws of Bermuda, against payment The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price thereforby such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall may be designated in writing by the RepresentativesManager. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the tenth business day thereafter, as shall may be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Shares shall be delivered to the Manager on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds funds, denominated in the currency in such proportions as specified in Section 4, immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on [____________]n, 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives2008. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares shall be made to the Selling Shareholders Sellers in Federal or other funds funds, denominated in U.S. dollars, immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at 4. The time and date of such other time on payment are hereinafter referred to as the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives“Additional Closing Date”. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be, which date and time may be postponed by agreement among the Representatives and the Sellers. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ ], 20[__]2017, or at such other time on the same or such other date, not later than [_________[ ], 20[__]2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______[ ], 20[__]2017, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________●], 20[__], 2018,1 or at such other time on the same or such other date, not later than [_________●], 20[__], 2018,2 as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______●], 20[__], 2018,3 as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [____________]June 16, 20[__]2021, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], date as shall be designated in writing agreed by the RepresentativesRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series C Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to LTC through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller in Federal or other funds the Company by wire transfer of immediately available funds in New York City Milwaukee, Wisconsin to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on [____________—], 20[__]2010, or at such other time on the same or such other date, not later than [_________—], 20[__]2010, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds Company by wire transfer of immediately available funds in New York City Milwaukee, Wisconsin to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 3 2 hereof or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2010, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]2001/1/, or at such other time on the same or such other date, not later more than [_________], 20[__]five business days later, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". Payment for any Additional Shares shall be made to the each Selling Shareholders Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]2001/2/, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be registered as contemplated in such names and in such denominations as the Representatives shall request not later than one full business day prior Letter to the Closing Date or the applicable Option Closing Date, as the case may beTransfer Agent. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ ], 20[__]2017, or at such other time on the same or such other date, not later than [_________[ ], 20[__]2017, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______[ ], 20[__]2017, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [____________], 20[__]2017, or at such other time on the same or such other date, not later than [_________], 20[__]2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]2017, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]four business days after pricing, 20[__]if pricing occurs after 4:30 p.m., New York City time, or at such other time on the same or such other date, not later than [_________], 20[__]five business days after pricing, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]ten business days after the expiration of the 30-day period during which the Underwriters may exercise their right to purchase the Additional Shares pursuant to Section 2 hereof, as shall be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to the Representatives you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other U.S. funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on [____________l], 20[__]2021, or at such other time on the same or such other date, not later than [_________l], 20[__]2021, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other U.S. funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], date as shall be designated in writing by the RepresentativesRepresentative. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paid, against payment of shall be reduced by: (i) the Purchase Price thereforUnderwriting Fee; (ii) any expenses and applicable taxes hereon to be reimbursed pursuant to Section 7; and (iii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Stockholder shall be made to such Seller the Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]March 15, 20[__]2024, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Selling Stockholder shall be made to the Selling Shareholders Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., a.m. New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]March 28, 20[__]2024, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]November 1, 20[__]2013, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the tenth business day thereafter, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes . The Purchase Price payable in connection with the transfer of the Shares to by the Underwriters duly paid, against payment of the Purchase Price thereforshall be reduced by any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2021, or at such other time on the same or such other date, not later than [_________•], 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [____________]August 8, 20[__]2022, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” In addition, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in Federal or other funds immediately available in New York City to an account designated by the Representatives against delivery of such Repurchase Shares for the account of the Company at such place as shall be agreed upon by the Representatives and the Company, on the Closing Date. Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Shareholders Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]September 7, 20[__]2022, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 [—] a.m., New York City time, on [____________—], 20[__]2013, or at such other time on the same or such other date, not later than [_________—], 20[__]2013, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Selling Shareholders shall be made to the such Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______—], 20[__]2013, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Stockholders shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [____________]August 15, 20[__], 2006 or at such other time on the same or such other date, not later than [_________]August 20, 20[__]2006, as shall be designated in writing by the RepresentativesUnderwriter. The date and time and date of such payment are hereinafter the payment, in each case, will be referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriterstheir account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the “Designated Office”) on the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on [____________]March 9, 20[__]2020, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall may be designated mutually agreed in writing by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the second business day thereafter, as shall may be designated in writing by the Representatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on March [____________—], 20[__]2015, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by you and the RepresentativesCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than April [_______—], 20[__]2015, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]July 2, 20[__]2021, or at such other time on the same or such other date, not later than [_________]July 7, 20[__]2021, as shall be designated in writing by the RepresentativesXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]August 12, 20[__]2021, as shall be designated in writing by the RepresentativesXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Xxxxxx Xxxxxxx shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on [____________]April 6, 20[__]2004, or at such other time on the same or such other date, not later than [_________]April 13, 20[__]2004, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares Securities shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]30 days after the Closing Date, as shall be designated in writing by the Representativesyou. The Firm Shares time and Additional Shares date of such payment are hereinafter referred to as the “Option Closing Date”. The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]2008, or at such other time on the same or such other date, not later than , 2008 [_________], 20[__5 business days after date inserted above], as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than , 2008 [_______], 20[__10 business days after expiration of over-allotment option], as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to each such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]December 7, 20[__]2023, or at such other date and time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives, the Company and the Selling Shareholders may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the each such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other date and time on as the same or on such other dateRepresentatives, in any event not later than [_______], 20[__], as shall be designated the Company and the Selling Shareholders may agree upon in writing by the Representativesfor each applicable Option Closing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2018, or at such other time on the same or such other date, not later than [_________], 20[__•], as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Seller shall be made to the Selling Shareholders such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2018, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________●], 20[__]2017, or at such other time on the same or such other date, not later than [_________●], 20[__]2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company and to the Custodian for the benefit of the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______●], 20[__]2017, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment paid and (ii) any withholding required by law in connection with the issuance of Shares by the Purchase Price thereforCompany to the Underwriters.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller shall be made to a bank account designated by such Seller in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]December , 20[__], 2010 or at such other time on the same or such other date, not later than [_________]December , 20[__]2010, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Selling Shareholders Sellers in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______]January , 20[__], 2011 as shall be designated in writing by the Representatives. The ADRs representing the Firm Shares and ADSs or Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Such ADRs representing the Firm Shares and ADSs or Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Offered Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City (in the case of Offered Securities denominated in U.S. dollars) or London, England (in the case of Offered Securities denominated in Euros), against delivery of such Firm Shares Offered Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ ], 20[__at [ ], or at such other time or place on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the RepresentativesManager. The time and date of such payment are hereinafter referred to as the “"Closing Date.” Payment " or the "Option Closing Date," as the case may be. Certificates for any Additional Shares the Offered Securities shall be made to the Selling Shareholders in Federal definitive or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]global form, as shall be designated in writing specified by the Representatives. The Firm Shares Manager, and Additional Shares shall be registered in such names and in such denominations as the Representatives Manager shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares certificates evidencing the Offered Securities shall be delivered to the Representatives Manager on the Closing Date or an Option Closing Date, as the case may be, Date for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Offered Securities to the Underwriters duly paid, against the payment of the Purchase Price thereforaggregate purchase price therefor specified in Section 2 above, plus accrued interest, if any, to the date of payment and delivery. Accrued interest, if any, will be computed on the basis of a 360-day year of twelve 30-day months.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]20111, or at such other time on the same or such other date, not later than [_________•], 20[__]20112, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]20113, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) shall be treated as satisfied to the extent of any amount withheld and paid over to the applicable taxing authority as required by law, against payment including, for the avoidance of doubt, with respect to any Selling Stockholder that is not a U.S. person for U.S. federal income tax purposes, any withholding tax imposed on such Selling Stockholder by section 1445 of the Purchase Price thereforInternal Revenue Code of 1986, as amended (the “Code”).

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________—], 20[__]2012, or at such other time on the same or such other date, not later than [_________—], 20[__]2012, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Institutional Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______—], 20[__]2012, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [_____________ [●], 20[__]2010, or at such other time on the same or such other date, not later than [_________], 20[__]10 business days after the Closing Date, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [________ [●], 20[__]2010, as shall be designated in writing by the RepresentativesRepresentative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the Representatives facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder, through the Custodian, in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ ], 20[__]2016, or at such other time on the same or such other date, not later than [_________[ ], 20[__]2016, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Over-allotment Sellers, through the Custodian, in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______[ ], 20[__]2016, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or •],or at such other time on the same or such other date, not later than [_________], 20[__], as •],as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares shall be made to the Company and to the Custodian for the benefit of the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__•], as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on [____________]August 8, 20[__]2022, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall may be designated mutually agreed in writing by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the second business day thereafter, as shall may be designated in writing by the Representatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__,[ ], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______[ ], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price actually payable by the Underwriters shall be reduced (but treated as paid hereunder to the person(s) which would otherwise be entitled to be paid any such reduced amount) by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. The closing date of the sale of the Placement Shares and the OPO Shares if any, to the Underwriters (the "CLOSING DATE") will be [__*__], 2000 at [__*__] ([Paris/New York time]) (the "ORIGINAL CLOSING DATE"), or such later date as shall be designated in writing by you provided that such other date shall not be in any event later than [__*__], 2000, and provided further, that the closing date of the French Public Offering shall not be later than the Original Closing Date without the prior approval of ParisBourse. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company by the Underwriters (i) with respect to Shares being purchased outside of the United States, in Federal or other Euros immediately available and (ii) with respect to Shares being purchased in the United States, in US federal funds immediately available available, against delivery of _____ Firm Shares for the respective accounts of the several Underwriters' on the Closing Date as defined above. Payment for any Option Shares shall be made to the Company in New York City the same manner against delivery of such Firm Option Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time or Paris time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timecase may be, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], 2000 as shall be designated in writing by the Representativesyou. The Firm Shares time and Additional date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Option Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.with

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________][ l ] , 20[__]2021, or at such other time on the same or such other date, not later than [_________][ l ] , 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______[ l ], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with against payment of the Purchase Price therefor. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.[•] [a./p.m.], New York City time, on [____________•], 20[__]2021, or at such other time on the same or such other date, not later than [_________•], 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.[•] [a./p.m.], New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by any transfer taxes payable duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforUnderwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________—], 20[__]2014, or at such other time on the same or such other date, not later than [_________—], 20[__]2014, as shall be designated in writing by you and the RepresentativesCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______—], 20[__]2014, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]•] 2007, or at such other time on the same or such other date, not later than [_________•], 20[__]2007, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2007, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [____________]March 4, 20[__]2024, or at such other time on the same or such other date, not later than [_________]March 11, 20[__]2024, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]April 8, 20[__]2024, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholders in Federal or other funds immediately available funds in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]February 7, 20[__]2013, or at such other time on the same or such other date, not later than [_________]February 14, 20[__]2013, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.,” Payment for any Additional Shares shall which date may be made to postponed by agreement among the Underwriters, the Company and the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described as provided in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives13 hereof. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters against payment by the Underwriters of the respective aggregate purchase prices of the Shares being sold by the Selling Shareholders to or upon the order of such Selling Shareholders by wire transfer payable in same-day funds to the accounts specified by the Selling Shareholders. Delivery of the Shares shall be made in book-entry form through the facilities of DTC. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2011, or at such other time on the same or such other date, not later than [_________•], 20[__]2011, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2011, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) shall be treated as satisfied to the extent of any amount withheld and paid over to the applicable taxing authority as required by law, against payment including, for the avoidance of doubt, with respect to any Selling Stockholder that is not a U.S. person for U.S. federal income tax purposes, any withholding tax imposed on such Selling Stockholder by section 1445 of the Purchase Price thereforInternal Revenue Code of 1986, as amended (the “Code”).

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds funds, denominated in the currency in which the Public Offering Price was received, immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]2006, or at such other time on the same or such other date, not later than [_________], 20[__]2006, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Selling Shareholders Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], 2006 as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________December [ ], 20[__]2014, or at such other time on the same or such other date, not later than [_________December [ ], 20[__]2014, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the each Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______January [ ], 20[__]2014, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives by registration on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available at such place in New York City Los Angeles, California as you shall designate against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter. Such payment and delivery shall be made at 10:00 a.m.A.M., New York City time, on [____________], 20[__]2005, or at such other time on the same day or such other date, not later than [_________], 20[__]2005, as shall be designated in writing by the Representativesyou. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available at such place in New York City Los Angeles, California as you shall designate against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., A.M. New York City time, on the date specified in the corresponding notice described in Section 3 1 hereof or at such other time on the same or on such other date, in any event not later than [_______], 20[__]_, 2005, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________Month] [●], 20[__]2020, or at such other time on the same or such other date, not later than [_________Month] [●], 20[__]2020, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______Month] [●], 20[__]2020, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Barclays Capital Inc. on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.several

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]2012, or at such other time on the same or such other date, not later than [_________], 20[__]2012, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 applicable Option Closing Date or at such other time on the same or on such other date, in any event not later than [_______], 20[__]2012, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any duly paid transfer taxes payable required to be paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment and (ii) any amount withheld by the Underwriters due to a withholding obligation imposed on the Underwriters by law in connection with the transfer of the Purchase Price thereforShares to the Underwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]May 29, 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives2020. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 hereof or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the tenth business day thereafter, as shall be designated in writing by the RepresentativesManager. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Manager, and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Securities and Additional Shares Securities shall be delivered to the Representatives Manager on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be (i) reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment paid and (ii) shall be treated as satisfied to the extent of any amount withheld and paid over to the Purchase Price thereforapplicable taxing authority as required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall will be made to such Seller the Company in Federal or other funds immediately available funds in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [____________]April 27, 20[__]2021, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated the Company and the Underwriter may agree upon in writing by the Representativeswriting. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Option Shares shall will be made to the Selling Shareholders Company in Federal or other funds immediately available funds in New York City against delivery of such Additional Option Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2(b) or at such other time on the same or on such other date, in any event not later than [_______], 20[__]ten business days after the date of such notice, as shall may be designated in writing by the Representativesyou. The Firm Depositary Shares and Additional to be purchased by the Underwriter hereunder will be represented by one or more global depositary receipts representing the Depositary Shares shall in book-entry form, which will be registered in such names and in such denominations as deposited by or on behalf of the Representatives shall request not later than one full business day prior Company with The Depository Trust Company (“DTC”) or its designated custodian. Payment for the Depositary Shares to be purchased on the Closing Date or the applicable Option Closing Date, or any Date of Delivery, as the case may be. The Firm Shares and Additional Shares shall applicable, will be delivered made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may benominee of DTC, for the respective accounts account of the several UnderwritersUnderwriter of the Depositary Shares to be purchased on such date as specified by the Underwriter, with any transfer taxes payable in connection with the transfer sale of such Securities duly paid by the Company. The Depositary Shares will be registered in such names and such denominations as the Underwriter will request in writing not later than 1:00 p.m., New York City time, on the business day prior to the Underwriters duly paidClosing Date or any Date of Delivery, against payment of the Purchase Price thereforas applicable.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________●], 20[__]2020, or at such other time on the same or such other date, not later than [_________●], 20[__], 2020,1 as shall be designated agreed upon in writing by the RepresentativesCompany and you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______●], 20[__], 2020,2 as shall be designated agreed upon in writing by the RepresentativesCompany and you. 1 Insert date 5 business days after the date inserted in accordance with preceding footnote. 2 Insert date 10 business days after the expiration of the green shoe option. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable in connection with the paid by, or on behalf of, transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares (i) The Securities to be sold purchased by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other dateUnderwriter hereunder, in any event not later than [_______], 20[__], as shall be designated book-entry form in writing by the Representatives. The Firm Shares such authorized denominations and Additional Shares shall be registered in such names and in such denominations as the Representatives shall may request not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or Company and the applicable Option Closing DateSelling Stockholders, as the case may be. The Firm Shares and Additional Shares shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives on Representatives, through the Closing Date or an Option Closing Date, as facilities of the case may beDepository Trust Company (“DTC”), for the respective accounts account of the several Underwriterssuch Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company and the Selling Stockholders to the Representatives at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on February 6, 2015 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Option Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Option Shares, or such other time and date as the Representatives, the Company and the Selling Stockholders may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Closing Date”, each such time and date for delivery of the Option Shares, if not the First Closing Date, is herein called a “Second Closing Date”, and each such time and date for delivery is herein called a “Closing” or “Closing Date”.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________March [ ], 20[__]2012, or at such other time on the same or such other date, not later than [_________March [ ], 20[__]2012, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at the offices of Freshfields Bruckhaus Dxxxxxxx US LLP, 600 Xxxxxxxxx Xxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representatives and the Company (with notice to the Selling Shareholder in advance), at 10:00 a.m., New York City time, on [____________]March 24, 20[__]2015, or at such other time on the same or such other date, not later than [_________]March 31, 20[__]2015, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 4 or at such other time on the same or on such other date, in any event not later than [_______]April 22, 20[__]2015, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [____________•], 20[__]2018, or at such other time on the same or such other date, not later than [_________•], 20[__]2018, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company, to the Custodian or to the Selling Shareholders Stockholder, as applicable, for the benefit of the Company and/or Selling Stockholders, as applicable, in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2018, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for of the Firm Shares to be sold by each Seller purchase price for, and delivery of the Notes shall be made to such Seller in Federal or other funds immediately available in New York City against delivery at the offices of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.Sidley Austin LLP, New York City timeYork, on [____________], 20[__]New York, or at such other time place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (New York City time) on the same third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following the date of this Agreement, or such other date, time not later than [_________], 20[__], ten business days after such date as shall be designated in writing agreed upon by the Representatives. The Underwriters and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of the Option Notes shall be made at the above-mentioned offices of Sidley Austin LLP, or at such payment are hereinafter referred other place as shall be agreed upon by the Underwriters and the Company on each Date of Delivery as specified in the notice to the Company. The Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for The Depository Trust Company (the “Closing Date.” DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in such global security will be held in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds Company by wire transfer of immediately available in New York City funds to a bank account designated by the Company, against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of certificates for the Purchase Price thereforNotes to be purchased by them.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2021, or at such other time on the same or such other date, not later than [_________•], 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller shall be made to such Seller in Federal U.S. dollars (“Federal”) or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________●], 20[__]2021, or at such other time on the same or such other date, not later than [_________●], 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Optional ADSs shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Optional ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______●], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares Optional ADSs shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Company will cause the ADRs representing the ADSs to be made available for checking and packaging at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian. The Firm Shares ADSs and Additional Shares Optional ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paidpaid by the Company or the Selling Shareholders, against payment of the Purchase Price thereforas applicable.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]June 8, 20[__]2020, or at such other time on the same or such other date, not later than [_________]June 15, 20[__]2020, as shall be designated in writing by the RepresentativesXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Each of the Closing Date and any Option Closing Date is a “Time of Delivery.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]July 17, 20[__]2020, as shall be designated in writing by the RepresentativesXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Xxxxxx Xxxxxxx shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any non-refundable transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Company and the Selling Shareholder shall be made to such Seller the Company and the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2018, or at such other time on the same or such other date, not later than [_________•], 20[__]2018, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2018, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall shall, on the Closing Date or Option Closing Date, as applicable, be registered through the book entry facilities of DTC in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]December 12, 20[__]2001, or at such other time on the same or such other date, not later than [_________]December 19, 20[__]2001, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]January 19, 20[__]2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the Representatives. "Option Closing Date." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller the Company shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 [•] a.m., New York City time, on [____________•], 20[__]2010, or at such other time on the same or such other date, not later than [_________•], 20[__]2010, as shall be designated in writing mutually agreed upon by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 [•] a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2010, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Offered ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ l ]1, 20[__]2014, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing determined by agreement between you and the RepresentativesCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company’s transfer agent in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], date as shall be designated in writing determined by agreement between you and the RepresentativesCompany. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Shareholder shall be made to such Seller the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]March 19, 20[__]2013, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the tenth business day thereafter, as shall be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds the Company by wire transfer of immediately available funds in New York City to the account or accounts designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]December 20, 20[__]2011, or at such other time on the same or such other date, not later than [_________]December 29, 20[__]2011, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds Company by wire transfer of immediately available funds in New York City to the account or accounts designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______]January 28, 20[__]2012, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Securities shall be made to such Seller the Company in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on [____________]May 5, 20[__]2003, or at such other time on the same or such other date, not later than [_________]May 10, 20[__]2003, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for "CLOSING DATE". In addition, in the event that the Initial Purchasers have exercised their option to purchase any Additional Shares or all of the Option Securities, payment of the purchase price for, and delivery of such Option Securities, shall be made to at the Selling Shareholders in Federal or other funds immediately available in New York City against delivery above mentioned offices of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 Shearman & Sterling or at such other time on the same or on such other date, in any event not later than [_______], 20[__], place as shall be designated agreed upon by Morgan Stanley & Co. Incorporated and the Company ox xxx rxxxxxxx date of delivery ("DATE OF DELIVERY") as specified in writing by the Representativesnotice from Morgan Stanley & Co. Incorporated to the Company. The Firm Shares and Additional Shares Xxx Xexxxxxxxs shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may beDate of Delivery. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, Date of Delivery for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefore plus accrued interest, if any, to the date of payment and delivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [____________], 20[__[ ], or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], date as shall be designated in writing agreed by the RepresentativesRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series [ ] Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to [ ] through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]November 14, 20[__]2013, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders GGC Holdings in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the tenth business day thereafter, as shall be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]June 9, 20[__]2023, or at such other time on the same or such other date, not later than [_________]June 9, 20[__]2023, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]June 9, 20[__]2023, as shall be designated in writing by the RepresentativesRepresentative. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Stockholder shall be made to such Seller the Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]November 16, 20[__]2018, or at such other time on the same or such other date, not later than [_________]November 26, 20[__]2018, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Sellers shall be made to the Selling Shareholders Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]December 31, 20[__]2018, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]2005, or at such other time on the same or such other date, not later than [_________], 20[__]2005, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]2005, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [____________]November 10, 20[__]2010, or at such other time on the same or such other date, not later than [_________], 20[__]the fifth business day thereafter, as shall may be designated in writing by the RepresentativesUnderwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company on behalf of the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]the 10th business day after the date of such notice, as shall may be designated in writing by the RepresentativesUnderwriter. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to the Representatives Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ ], 20[__], 2006 or at such other time on the same or such other date, not later than [_________[ ], 20[__], 2006 as shall be designated in writing by the RepresentativesManagers. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by a Selling Stockholder shall be made to the such Selling Shareholders Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______[ ], 20[__]2006, as shall be designated in writing by the RepresentativesManagers. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2023, or at such other time on the same or such other date, not later than [_________•], 20[__]2023, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2023, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller the Selling Stockholders shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [____________]November 15, 20[__], 2006 or at such other time on the same or such other date, not later than [_________]November 20, 20[__]2006, as shall be designated in writing by the RepresentativesUnderwriter. The date and time and date of such payment are hereinafter the payment, in each case, will be referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriterstheir account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the “Designated Office”) on the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on [____________]October 11, 20[__]2016, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]November 9, 20[__]2016, as shall be designated in writing agreed by the RepresentativesRepresentative and the Company. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to Kxxxx, Bxxxxxxx & Wxxxx, Inc. through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and each Seller Selling Stockholder shall be made to such Seller the Company in Federal federal or other funds immediately available in New York City Milwaukee, Wisconsin against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on [____________●], 20[__]2018, or at such other time on the same or such other datedate and time, not later than [_________●], 20[__]2018, as shall be designated in writing by the Representatives. The time Representatives (such date and date of such payment are hereinafter referred to as time, the “Closing Date.” ”). Payment for any Additional Shares shall be made to the [Selling Shareholders Stockholders/Custodian] in Federal federal or other funds immediately available in New York City Milwaukee, Wisconsin against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding exercise notice described in Section 3 hereof or at such other time on the same or on such other datedate and time, in any event not later than [_______●], 20[__]2018, as shall be designated in writing by the Representatives. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may beapplicable. The Firm Shares and the Additional Shares shall be delivered to the Representatives on the Closing Date or an the Option Closing Date, as the case may beapplicable, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Delivery of the Shares shall be made through the facilities of the Depository Trust Company (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or the Option Closing Date, as applicable.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________•], 20[__]2021, or at such other time on the same or such other date, not later than [_________•], 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______•], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Stockholder shall be made to such Seller Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [____________]May 3, 20[__]2021, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Shareholders Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______]June 2, 20[__]2021, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________January [ ], 20[__]2006, or at such other time on the same or such other date, not later than [_________January [ ], 20[__]2006, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares to be sold by a Seller shall be made to the Selling Shareholders such Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______[ ], 20[__]2006, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [____________]July 26, 20[__]2023, or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], date as shall be designated in writing agreed by the RepresentativesRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series B Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to Ladenburg through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________●], 20[__]2021, or at such other time on the same or such other date, not later than [_________●], 20[__]2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______●], 20[__]2021, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with Underwriters through the transfer facilities of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforDepository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller Selling Shareholder shall be made to such Seller Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________●], 20[__]2015, or at such other time on the same or such other date, not later than [_________●], 20[__]2015, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholders Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller the Company shall be made to such Seller the Company in Federal or other funds immediately available in New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________[ l ], 20[__]2023, or at such other time on the same or such other date, not later than [_________[ l ], 20[__]2023, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than [_______[ l ], 20[__]2023, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with Underwriters through the transfer facilities of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforDepository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [____________], 20[__[ ], or at such other time on the same or such other date, not later than [_________], 20[__], date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment of the Firm Shares Investment Adviser Payment shall be made to the Representative, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by the Representative at the Closing Date, or at such other time on the same or such other date as shall be designated in writing by the Representative. Payment for any Additional Shares shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__[ ], as shall be designated in writing by the RepresentativesRepresentative, at a purchase price equal to the Public Offering Price less the per share amount of any dividend or other distribution declared by the Company on the Common Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” Payment of the Additional Shares Investment Adviser Payment shall be made to the Representative, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by the Representative at the Option Closing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Representative through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds by wire transfer of immediately available funds in New York City to the account or accounts designated by the Sellers against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__]2011, or at such other time on the same or such other date, not later than [_________], 20[__]2011, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the each Selling Shareholders in Federal or other funds Stockholder by wire transfer of immediately available funds in New York City to the account or accounts designated by the Selling Stockholders against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__]2011, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City to the account specified by the Seller to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [____________]_, 20[__]2019, or at such other time on the same or such other date, not later than [_________], 20[__]_, 2019, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Selling Shareholders Company in Federal or other funds immediately available in New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [_______], 20[__], 2019, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with Underwriters through the transfer facilities of the Shares to the Underwriters duly paid, against payment of the Purchase Price thereforDTC.