Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Representatives of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives shall have otherwise instructed, against delivery to the Representatives of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made three business days after [●], 2021, at [—●] a.m., [a/p].m. New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Securities shall be made by wire transfer of immediately available funds to the Trust Account against delivery to the Representatives of the security entitlements in respect of such Additional Securities through the facilities of DTC or, if the Representatives shall have otherwise instructed, against delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing such Additional Securities. Such payment for and delivery of Additional Securities shall be made at [●] [a/p].m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or such other date, not later than the third business day after the date specified in such notice, as shall be designated in writing by the Representatives. In addition to the conditions provided for in Section 5(m), payment by the Representatives for any Additional Securities to be purchased on an Option Closing Date shall be contingent on the payment by the Sponsor to the Trust Account of the following amount at least one business day prior to such Option Closing Date”. Certificates : an amount equal to such portion of the gross proceeds from the Private Placement Warrants sold by the Company to the Sponsor on such Option Closing Date as would cause the amount in the Trust Account (after giving effect to the amounts previously deposited in the Trust Account, the payment for such Additional Securities and such Sponsor payment) to equal the Firm Shares product of the number of Securities so far sold hereunder (including such Additional Securities) and the Additional Shares Public Offering Price per Unit. Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than at least 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 the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule 1 hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives 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 0.350% of the aggregate principal amount 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 Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

Payment and Delivery. Payment of the purchase price for, and delivery of the Notes shall be made at the offices of Sidley Austin LLP, New York, New York, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (New York City time) on the fifth (sixth, 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 time not later than ten business days after such date as shall be agreed upon by 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 Firm Shares Option Notes shall be made at the above-mentioned offices of Sidley Austin LLP, or at such 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 “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 shall be made to the Company by the wire transfer of immediately available funds to a bank account designated by the order of the Company Company, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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 certificates for the Purchase Price therefor. The Firm Shares and Additional Shares shall Notes to be delivered through the facilities of The Depository Trust Companypurchased by them.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule 1 hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives 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 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 Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

Payment and Delivery. Payment Settlement for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order sales of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementwill occur on the second business day that is also a Trading Day following the trade date on which such sales are made, as unless another date shall be designated in writing agreed to by the Underwriters. The time and date of Company, the Agent and, if applicable, the Forward Purchaser (each such payment are hereinafter referred to as the day, a “Option Closing Settlement Date”). Certificates On each Settlement Date for the Firm sale of Shares and through the Additional Agent as sales agent for the Company or to an Agent acting as principal (each such day, a “Direct Settlement Date”), such Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior delivered by the Company to the Closing Agent in book-entry form to the Agent’s account at The Depository Trust Company against payment by the Agent of the Net Proceeds from the sale of such Shares in immediately available funds by wire transfer delivered to an account designated by the Company. On each date of settlement for the sale of Forward Hedge Shares through the Agent as forward seller pursuant to Section 2(a)(ii) hereof (each such day, a “Forward Settlement Date”), such Shares shall be delivered by the Forward Purchaser to the Agent in book-entry form to the Agent’s account at The Depository Trust Company against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Forward Purchaser. If the Company shall default on its obligation to deliver Shares to the Agent on any Direct Settlement Date (not including, for the avoidance of doubt, any Forward Hedge Shares intended to be borrowed and delivered by the Forward Purchaser under a Confirmation on a Forward Settlement Date), the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. The applicable Net Proceeds on any Direct Settlement Date shall always be delivered substantially simultaneously with the Shares delivered by the Company or the Option Closing DateForward Purchaser, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives in writing. The time and date of such payment are hereinafter 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 0.25% of the aggregate principal amount of the Underwriters’ Three-Year Fixed Rate Notes and 0.35% of the aggregate principal amount of the Underwriters’ Five-Year Fixed Rate Notes. 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 Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

Payment and Delivery. Payment for of the Firm Shares purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, 0000 Xxxx Xxxxx Xxxxx, Suite 300, Raleigh, North Carolina 27607, or at such other place as shall be agreed upon by the Representative and the Company and the Selling Shareholders, at 9:00 A.M. (Eastern time) not later than the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company and the Selling Shareholders by the wire transfer of immediately available funds to the order of a bank account(s) designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice Custodian pursuant to Section 2 each Selling Shareholder’s Power of this Attorney and Custody Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against delivery to the Representative for the respective accounts of the several UnderwritersUnderwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, with any transfer taxes payable in connection with the transfer of the Shares for their accounts, to the Underwriters duly paidaccept delivery of, against receipt for, and make payment of the Purchase Price thereforpurchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Firm Shares FIG, individually and Additional Shares not as representative of the Underwriters, may (but shall not be delivered through obligated to) make payment of the facilities purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of The Depository Trust CompanyDelivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Representatives of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives shall have otherwise instructed, against delivery to the Representatives of such certificates (in form and substance satisfactory to the Representatives) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—●], 20102020, or at such other time on the same or such other date, no not later than five business days after [T+[5]], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Representatives of the Company against delivery security entitlements in respect of such Additional Shares Securities through the facilities of DTC or, if the Representatives shall have otherwise instructed, against delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing such Additional Securities. Such payment for the respective accounts and delivery of the several Underwriters Additional Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or on such other date, in any event not later than the [—third] a.m., New York City time, three (3) business days following day after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementspecified in such notice, as shall be designated in writing by the UnderwritersRepresentatives. The time and date In addition to the conditions provided for in Section 5(m), payment by the Underwriters through the Representatives for any Additional Securities to be purchased on an Option Closing Date shall be contingent on the payment by the Sponsor to the Trust Account of the following amount at least one business day prior to such payment are hereinafter referred to as the “Option Closing Date”. Certificates : an amount equal to such portion of the gross proceeds from the Private Placement Warrants sold by the Company to the Sponsor on such Option Closing Date as would cause the amount in the Trust Account (after giving effect to the amounts previously deposited in the Trust Account, the payment for such Additional Securities and such Sponsor payment) to equal the Firm Shares product of the number of Securities so far sold hereunder (including such Additional Securities) and the Additional Shares Public Offering Price per Unit. Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) 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 of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the The Firm Shares shall be made to issued in the form of one or more fully registered global securities (the “Global Securities”) in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (“DTC”) and shall be delivered by the Selling Shareholders and the Company through the facilities of DTC for the account of each Underwriter against payment by such Underwriter on its behalf of the purchase price herefore by wire transfer of immediately available funds to the order account set forth on Schedule VI hereto (with all costs and expenses incurred by the Underwriters in connection with such settlement, including, but not limited to, interest or cost of funds and expenses, to be borne by the Company. The Underwriters will pay the Offering Price less the Underwriting Discount and Commissions as shown on the cover page of the Company against delivery of such Prospectus for the Firm Shares being sold by the Trust directly to FirstMerit Bank, N.A. at the account set forth on Schedule VI. The closing of the sale and purchase of the Firm Shares shall be held at the offices of Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxx for the respective accounts of the several Underwriters Underwriters. Such payment and delivery will be made at [—] 10:00 a.m., New York City Cleveland, Ohio time, on [—], 2010, the third business day after the date of this Agreement or at such other time on the same or such other datedate as shall be agreed upon by the Selling Shareholders, no later than five business days after the date of this Agreement as the Underwriters Company and the Company may agree upon in writingUnderwriters. The Such time and date of such payment are hereinafter referred to herein as the “Closing Date.” Payment for any Additional Shares The Selling Shareholder shall be made to the Company by the wire make transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates instructions for the Firm Shares available for examination by the Representative and counsel for the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing Underwriters not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the aggregate Purchase Price for the Firm Shares shall be made to the Company by the wire transfer of REIT in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on [—], 2010the fifth full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date as shall be agreed to in writing by the date of this Agreement as the Underwriters REIT and the Company may agree upon in writingRepresentatives. 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 Company by the wire transfer of REIT in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated agreed to in writing by the UnderwritersREIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. .” Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City, or at such other location as may be mutually acceptable, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—●], 2010, or at such other time on the same or such other dateas may be mutually acceptable, but in no event later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City, or at such other location as may be mutually acceptable, 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 2 or at such other time on the same or on such other datedate as may be mutually acceptable, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters●]. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. If the Representative so elects, with delivery of the Firm Shares or the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. 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 therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company 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 [—[ ], 2010, 2012 or at such other time on the same or such other date, no not later than five 10 business days after the date of this Agreement Closing Date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingRepresentative. 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 Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2012, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 [—]September 21, 2010, 2016 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement September 28, 2016 as the Underwriters and the Company may agree upon be designated in writingwriting by you. 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 Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares Securities shall be delivered to you on the Closing Date or the 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 therefor. The Firm Shares by such amount, or impose such withholding, and Additional Shares (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 delivered through no such reduction in the facilities 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 Depository Trust Companythe 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 Securities shall be made as follows: $196,000,000 of the net proceeds for the Firm Securities (including $7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering Price per Unit as set forth on the cover of the Prospectus upon delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]T+2 (based on 4:30 market time), 20102017, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [T+5 (based on 4:30 market time)], 2017, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment by the Underwriters for the Firm Securities is contingent on the payment by the Sponsors to the Trust Account, as described above, for the Private Placement Warrants at least one Business Day prior to the Closing Date. Payment for any Additional Shares Securities shall be made as follows: $9.80 per Additional Security (including $0.35 per Additional Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering Price per Unit as set forth on the cover of the Prospectus upon 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by you. Payment by the UnderwritersUnderwriters for the Additional Securities is contingent on the payment by the Sponsors to the Trust Account, as described above, for the Private Placement Warrants at least one Business Day prior to the Closing Date. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as 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 Securities and the Additional Shares Securities shall be delivered to you on the Closing Date or the 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 Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to in accordance with the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date terms of this Agreement as the Underwriters and the Company may agree upon in writingSection 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares the Securities shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 notice described in Section 2 March 29, 2019 or at such other time on the same or on such other date, in any event not later than [—] a.m.April 5, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2019 as shall may be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on the Closing Date or the 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 therefor. The Firm Shares by such amount, or impose such withholding, and Additional Shares (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 delivered through no such reduction in the facilities 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 Depository Trust Companythe 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 (i) Subject to the Firm Shares shall penultimate sentence of this paragraph, the Securities, in the form of ADSs, will be made delivered by the Company to the Underwriter against payment of the purchase price therefor at the offices of Mei & Xxxx LLP, counsel to the Underwriter (“Mei & Xxxx”), at 10:00 a.m. Eastern time, on the third (3rd) (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after 4:30 p.m. Eastern time, the fourth) Business Day after the date (the “Closing Date”) on which notice (the “Closing Notice”) requesting that the Offering be closed has been delivered to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter. The Closing Notice may be delivered at any time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made after notice has been delivered to the Company by the wire transfer of immediately available funds to Underwriter that conditions for the order Minimum Offering have been met. The Closing Date shall be no later than 90 days from the date of the Company against Prospectus (the “Offering Termination Date”). If the Underwriter so elects, delivery of such Additional Shares the Securities, each in the form of ADSs, may be made, for the respective accounts of the several Underwriters respective investors, by credit through full FAST transfer to the account at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three The Depository Trust Company (3“DTC”) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”Underwriter. Certificates for representing the Firm Shares and the Additional Shares shall be ADSs, in definitive form and in such denominations and registered in such names as the Underwriter may reasonably request upon at least two Business Days’ prior written notice to the Company, will be made available for checking and in such denominations as you shall request in writing packaging not later than one full 10:00 a.m. EST on the business day prior to next preceding the Closing Date at the above addresses, or the Option Closing Date, such other location as the case may bebe mutually acceptable. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.term “

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives 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 0.25% of the aggregate principal amount of the Underwriters’ 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 Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.[ ], New York City time, on [—[ ], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.[ ], New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. .” Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by or the wire transfer of Selling Shareholder, as applicable, in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on [—●], 20102017, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [●], 2017, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by or the wire transfer of Selling Shareholder, as applicable, in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or the 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. The Closing Date and any Option Closing Date are each sometimes referred to herein as a “Delivery Date.” Deliveries of the Purchase Price therefor. The Firm Shares and Additional documents described in Section 6 hereof with respect to the purchase of the Shares shall be delivered through made at the facilities offices of The Depository Trust CompanyXxxxx Xxxxx L.L.P. at One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York City time, on the Closing Date or the applicable Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and the Firm Selling Shareholder shall be made to the Company by the wire transfer of each such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on [—]____________, 20101997, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, 1997, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. 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 Additional Selling Shareholders shall be made to the Company by the wire transfer of each such Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m._______, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1997, as shall be designated in writing by the UnderwritersU.S. Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for Upon payment to the Company of the gross proceeds from the offering of the Firm Shares shall be made to in Federal or other funds immediately available in New York City, the Company by the wire transfer of immediately available funds to the order of the Company against delivery of shall issue and deliver such Firm Shares for the respective accounts of the several Underwriters and shall pay $[ ] per Firm Share sold in the offering to the Underwriters in Federal or other funds immediately available in New York City, at [—] 10:00 a.m., New York City time, on [—[ ], 20102013, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2013, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment payments are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made Upon payment to the Company by of the wire transfer gross proceeds from the offering of the Additional Shares made in Federal or other funds immediately available funds to the order of in New York City, the Company against delivery of shall issue and deliver such Additional Shares for the respective accounts of the several Underwriters and shall pay $[ ] per Additional Share sold in the offering to the Underwriters in Federal or other funds immediately available in New York City, at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be issued and delivered to you on the Closing Date or the 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, and $[ ] per Firm Share or Additional Share sold in the offering, as the case may be, against payment and receipt of the Purchase Price therefor. The gross proceeds from the offering of the Firm Shares and or Additional Shares shall be delivered through Shares, as the facilities of The Depository Trust Companycase may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in Menlo Park, California against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102012, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2012, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. 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 Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Menlo Park, California 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2012, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment of the purchase price for the Firm Shares Units shall be made to the Company Selling Unitholder by the Federal Funds wire transfer against electronic delivery of immediately available funds the Firm Units in book-entry form to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered Representatives through the facilities of The Depository Trust CompanyCompany (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on June 17, 2016 (the “Closing Date”) (unless another time shall be agreed to by the Representatives and the Partnership or unless postponed in accordance with the provisions of Section 10 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the “time of purchase.” Delivery of the Firm Units shall be made in book-entry form through the DWAC Program of the facilities of DTC unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery substantially at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters. Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in the same manner as the payment indicated for the Firm Units above. If settlement for the Additional Units occurs after the Closing Date, the Selling Unitholder will deliver to the Underwriters on the settlement date for the Additional Units, and the obligation of the Underwriters to purchase the Additional Units shall be conditioned upon receipt of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 8 hereof. Delivery of the documents described in Section 8 hereof with respect to the purchase of the Firm Units and any purchase of Additional Units shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xx., Suite 2500, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on the Closing Date and the date of the closing of any purchase of Additional Units.

Payment and Delivery. Payment for the Firm Shares Initial Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Initial Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on [—]November 6, 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing2017. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Such delivery and payment shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the wire transfer Company or the Initial Purchasers to recirculate to investors copies of immediately available funds to an amended or supplemented Final Memorandum or a delay as contemplated by the order provisions of Section 10 hereof. In addition, in the event that any or all of the Company against Option Securities are purchased by the Initial Purchasers, payment of the purchase price for, and delivery of certificates or security entitlements for, such Additional Shares for Option Securities shall be made at the respective accounts of above-mentioned offices, or at such other place as shall be agreed upon by the several Underwriters at [—] a.m., New York City timeRepresentatives and the Company, on the date each Option Closing Date as specified in the notice described in Section 2 or at such other time on from the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following Representatives to the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersCompany. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date. The Securities shall be delivered to the Representatives (or to the Trustee, as custodian for The Depository Trust Company, in the case of Securities in global form) on the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may beapplicable, 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 therefortherefor plus accrued interest, if any, to the date of payment and delivery. The Firm Shares and Additional Shares Time shall be delivered through of the facilities essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of The Depository Trust Companythe Initial Purchasers.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 8:00 a.m., New York City time, on [—]September 18, 20102020, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement September 25, 2020, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment payments are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.October 23, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the Underwritersyou. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as 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 Securities and the Additional Shares Securities shall be delivered to you on the Closing Date or the 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 Securities to the Underwriters duly paidpaid by the Company, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery. The Firm Shares and Additional Shares All payments to be made by the Company hereunder shall be delivered through made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the facilities of The Depository Trust CompanyCompany is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

Payment and Delivery. Payment The closing for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order purchase and sale of the Company against delivery Certificates hereunder shall occur at the offices of such Firm Shares for the respective accounts of the several Underwriters Xxxxxxx Xxxxxxxx & Xxxx LLP, 2 World Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 a.m. New York City time, on the date specified in the notice described in Section 2 "Expected Closing Date" identified on Schedule I hereto or at such other location, time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the and date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing mutually agreed upon by the Underwriters. The Underwriters and the Company (such time and date of such payment are hereinafter referred to as closing, the “Option "Closing Date”"). Delivery of the Certificates for the Firm Shares and the Additional Shares shall be made through the Same Day Funds Settlement System of the Depository Trust Company ("DTC"). Except as provided in definitive form and registered in such names and in such denominations as you the following sentence, payment shall request in writing not later than one full business day prior be made to the Closing Date Company in immediately available Federal funds wired to such bank as may be designated by the Company (or by such other method of payment as may be mutually agreed upon by the Option Company and any particular Underwriter), against delivery of the Certificates. Under the circumstances set forth in the penultimate paragraph of Section 2 hereof, payment for any Unsold Certificates shall be made or caused to be made on the Closing Date, as if and to the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall extent required to be delivered to you on the Closing Date purchased by such party, by Key, LBI or the Option Closing DateUBS-SEC, as the case may be, for to the respective accounts applicable Underwriter (or, at the direction of such LBI, directly to its designee, which may be the Company) in immediately available Federal funds wired to such bank as may be designated by such party (or by such other method of payment as may be mutually agreed upon by such party and the applicable Underwriter), against delivery of the several Underwriters, with any transfer taxes payable in Unsold Certificates to such party through DTC. In connection with the transfer preceding sentence, (i) LBI, UBS-SEC and UBSRESI hereby agree that any amounts due hereunder from UBS-SEC to LBI (or its designee) may be offset against amounts due UBSRESI pursuant to Section 2 of the Shares UBS Mortgage Loan Purchase Agreement, (ii) LBI and Key hereby agree that any amounts due hereunder from Key or an affiliate to LBI (or its designee) may be offset against amounts due Key pursuant to Section 2 of the Key Mortgage Loan Purchase Agreement. The Certificates will be made available for examination by the Underwriters not later than 3:00 p.m. New York City time on the last business day prior to the Underwriters duly paidClosing Date. References herein, against payment of including, without limitation, in the Purchase Price therefor. The Firm Shares and Additional Shares shall Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Certificates that are to be delivered through the facilities of The Depository Trust CompanyDTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Certificates as reflected on the books and records of DTC.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of Selling Stockholder in Federal or other funds immediately available funds to the order of the Company 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 [—], 20102013, or at such other time on the same or such other date, no not later than five 5 business days after the date of this Agreement scheduled closing, as the Underwriters and the Company may we shall mutually agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and the Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Stockholder in Federal or other funds immediately available funds to the order of the Company 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 notice described in Section 2 3(b) or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after expiration of this Agreementoption, as we shall be designated mutually agree in writing by the Underwriterswriting. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if Xxxxxx Xxxxxxx shall have otherwise instructed, against delivery to the Underwriters of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—]the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement among Xxxxxx Xxxxxxx and Company, 2010as shall be designated in writing by Xxxxxx Xxxxxxx. The time and date of such payment and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Securities shall be made by wire transfer of immediately available funds to the Trust Account against delivery to the Underwriters of the security entitlements in respect of such Additional Securities through the facilities of DTC or, if Xxxxxx Xxxxxxx shall have otherwise instructed, against delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Additional Securities. Such payment for and delivery of Additional Securities shall be made at 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or such other date, no not later than five the third business days day after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementnotice, as shall be designated in writing by the UnderwritersXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) 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 of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to an account designated by Xxxxx Xxxxxx Shareholder Services L.L.C. as the order custodian (the "Custodian") pursuant to the Irrevocable Powers of Attorney and Custody Agreements between the Custodian and the Selling Stockholders (collectively, the "Power of Attorney and Custody Agreements") (and in such capacity acting for the benefit of the Company Selling Stockholders) against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on [—____________], 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [____________], 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company Custodian (for the benefit of the Selling Stockholders) by the wire transfer of immediately available funds to an account designated by the order of the Company Custodian against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.__________], New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.____________], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the UnderwritersU.S. Representatives. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares, against delivery of the Firm Shares for the accounts of the several Underwriters, shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on [—], 2010the closing date and time set forth in Schedule II hereto, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon be designated by you in writing. 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 by the wire transfer of immediately available funds to the order of the Company Shares, against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.Underwriters, shall be made to the Company in Federal or other funds immediately available in New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.the tenth business day thereafter, New York City time, three (3) business days following as may be designated by you in writing. The documents to be delivered on the date Closing Date or any Option Closing Date on behalf of the Underwriters provide the Company with notice parties hereto pursuant to Section 2 5 of this Agreement, as Agreement shall be designated delivered to the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at the address specified in writing by Schedule II hereto, and the Underwriters. The time and date of such payment are hereinafter referred to as Shares shall be delivered, all on the “Closing Date or the applicable Option Closing Date”, as the case may be. Certificates for the The Firm Shares and the Additional Shares shall be in definitive form or global form, as specified by the Managers, and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds certified or official bank check or checks payable to the order of the Company against delivery in same day funds at the office of such Firm Shares for the respective accounts of the several Underwriters Wilson, Sonsini, Xxxxxxxx & Xxxxxx, Professional Corporation at [—] 10:00 a.m., New York City time, on [—]__________, 20101997, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, 1997, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by the wire transfer of immediately available funds certified or official bank check or checks payable to the order of the Company against delivery in same day funds at the office of such Additional Shares for the respective accounts of the several Underwriters Wilson, Sonsini, Xxxxxxxx & Xxxxxx, Professional Corporation at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1997, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company 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 April [—•], 20102011, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [•], 2011, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. 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 to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2011, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(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 the Company such Seller in U.S. dollars in same day funds by the Federal Funds wire transfer of immediately available funds to an account designated by each Seller and drawn to the order of the Company applicable Seller 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 [—[ ], 2010, 2008 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2008, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs to be sold by each Selling Shareholder shall be made to the Company such in Selling Shareholder in U.S. dollars in same day funds by the Federal Funds wire transfer of immediately available funds to an account designated by each Seller and drawn to the order of the Company applicable Seller 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2008, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for ADRs representing the Firm Shares and ADSs or the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as 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 Such ADRs representing the Firm Shares and ADSs or the Additional Shares ADSs shall be delivered to you on the Closing Date or the 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. The Firm Shares Company acknowledges and Additional Shares agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of ADSs contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be delivered through responsible for making its own independent investigation and appraisal of the facilities transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Depository Trust Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the offering contemplated hereby or the process leading thereto. The Company hereby confirms its engagement of the services of the Independent Underwriter, and the Independent Underwriter hereby confirms its agreement with the Company to render services, as a “qualified independent underwriter” within the meaning of Rule 2720(b)(15) with respect to the offering and sale of the Shares.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and the Selling Shareholder shall be made to the Company by and the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York, New York against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeEastern Time, on [—]August 11, 20102020, or at such other time on the same or such other date, no not later than five business days after August 18, 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York, New York against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeEastern Time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.September 11, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the 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, paid against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of DTC for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The Depository Trust Companycertificates 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., Eastern Time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 [—], 20102018, or at such other time on the same or such other date, no not later than five business days after , 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. 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 ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to you for the respective accounts of the several Underwriters of the certificates for the Firm Securities at [—] a.m.the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York City time10017, on [—]xx 0:00 a.m., 2010Xxx Xorx Xxxx xxxx, or at such xx Xxxxxxxx 00, 0000, xx xx xxxx other time on the same or such other date, no not later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares the Option Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, against delivery to Underwriters of the certificates for the Option Securities purchased by the Underwriters on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following after the date expiration of the Underwriters provide the Company with notice pursuant Underwriters' option to Section 2 of this Agreement, purchase Option Securities as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. Certificates ." The certificates, if any, for the Firm Shares and Securities purchased by the Additional Shares Underwriters shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates certificates, if any, evidencing the Firm Shares and the Additional Shares Securities or Option Securities shall be delivered to you on the Closing Date or 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 Firm Securities or Option Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companywith respect to such Securities.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to the Manager for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]December 22, 20102009, or at such other time on the same or such other date, no not later than five (5) business days after the date of this Agreement December 22, 2009, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company 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 this Section 2 4 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three ten (310) business days following after the date expiration of the Underwriters provide Underwriters’ option to purchase the Company with notice pursuant to Additional Shares described in Section 2 of this Agreement2, as shall be designated in writing by the UnderwritersManager. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Manager on the Closing Date or 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. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Shares through the facilities of The the Depository Trust CompanyCompany unless the Manager shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares Units to be sold by the Corporation shall be made to the Company by the wire transfer of Corporation in immediately available funds to the order of the Company in Toronto against delivery of such Firm Shares and Firm Warrants for the respective accounts of the several Underwriters at [—] or before 8:30 a.m., New York City Toronto time, on [—]November 16, 20102020, or at such other time on the same or such other date, no not later than five business days after November 30, 2020, as shall be agreed by the date of this Agreement as the Underwriters Corporation and the Company may agree upon in writingyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Units, Additional Shares or Additional Warrants shall be made to the Company by the wire transfer of Corporation in immediately available funds to the order of the Company in Toronto against delivery of such Additional Shares and Additional Warrants for the respective accounts of the several Underwriters at [—] or before 8:30 a.m., New York City Toronto time, on the date each Option Closing Date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 30, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing agreed by the UnderwritersCorporation and you. The time Corporation shall have arranged, prior to the Closing Date, for the registration and date issue of such payment are hereinafter referred the Shares and Warrants to be made electronically through the non-certificated inventory system of CDS Clearing and Depositary Services Inc., or if not possible, by means of a certificate or certificates registered in the name of BMO or as the “Option Closing Date”. Certificates Bookrunners may otherwise direct for the Firm Shares and Warrants (the Additional “Delivery Mode”). The Shares and Warrants shall be in definitive form and registered in such names and in such denominations as you the Bookrunners 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 the Additional Shares Warrants shall be delivered to you BMO through the Delivery Mode, on the Closing Date or the 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 and Warrants to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—]November 18, 20102013, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentatives. 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 Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 13, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 [—], 20102019, or at such other time on the same or such other date, no not later than five business days after , 2019, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. 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 Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m._________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the UnderwritersRepresentative. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the 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 certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representative on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. 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 ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold (i) by the Company shall be made to the Company and (ii) by the Selling Stockholder shall be made to American Stock Transfer & Trust Company, LLC, as transfer agent to the Company, which shall promptly wire transfer of the funds to ESOP Management and Trust Services Ltd. (the “Paying Agent”), in Federal or other funds immediately available funds to the order of the Company 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 [—•], 2010, 2021,1 or at such other time on the same or such other date, no not later than five business days after [•], 2021,2 as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Paying Agent shall withhold taxes from any funds paid to the Selling Stockholder in accordance with applicable Laws (including Israeli laws) or other instructions provided by the relevant tax authority (including by means of a withholding certificate showing an exemption from or reduced rate of withholding), and deliver to the Selling Stockholder the balance of the payment due to such payee that is not so withheld (if any) together with a duly signed confirmation of the taxes that were withheld. Such withheld amounts, if any, shall be treated for all purposes of this Agreement as having been paid to the Selling Stockholder; provided that with respect to any withholding taxes imposed under applicable Israeli law, the Paying Agent shall act as the withholding agent on behalf of the Underwriters, and the payment made by the Underwriters to the Paying Agent shall be without any deduction or withholding of any taxes imposed under Israeli law. Payment for any Additional Shares shall be made to American Stock Transfer & Trust Company, LLC, as transfer agent to the Company by Company, which shall promptly wire the wire transfer of immediately available funds to the order of the Company Paying 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2021,3 as shall be designated in writing by the UnderwritersRepresentatives. The time and 1 NTD: To be expected closing date. 2 NTD: To be date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full 5 business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companydays after expected closing.

Payment and Delivery. Payment for the Firm Underwritten Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds in New York City against delivery to the order Representatives of the Company against delivery of certificates for such Firm Underwritten Shares for the respective accounts of the several Underwriters, or delivery to a securities intermediary designated by you of such certificates and crediting to your securities account at such securities intermediary for the accounts of the several Underwriters of security entitlements in respect of the Underwritten Shares at [—] 10:00 a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement , as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Option Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds in New York City against delivery to the order Representatives of the Company against delivery of certificates for such Additional Option Shares for the respective accounts of the several Underwriters, or delivery to a securities intermediary designated by you of such certificates and crediting to your securities account at such securities intermediary for the accounts of the several Underwriters of security entitlements in respect of such Option Shares at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates The certificates, if any, for the Firm Shares and purchased by the Additional Shares Underwriters shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates certificates, if any, evidencing the Firm Underwritten Shares and the Additional or Option Shares shall be delivered to you on the Closing Date or 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 Underwritten Shares or Option Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companywith respect to such Shares.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of Innolux in Federal or other funds immediately available funds in New York City to an account designated by Innolux for the order of the Company Firm Shares to be sold by it against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 20102013, or at such other time on the same or such other date, no later than five business days after date as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 by the wire transfer of Innolux in Federal or other funds immediately available funds in New York City to the order of the Company an account designated by Innolux 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as American Depositary Shares representing the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional applicable Shares shall be delivered to you the Representatives on the Closing Date or the 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 or the corresponding American Depositary Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Ordinary Shares not currently represented by American Depositary Shares and Additional Shares on deposit at the Depositary shall be delivered through registered in such names and in such denominations as the facilities of The Depository Trust CompanyRepresentatives 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.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds to the order of 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 [—•], 20102011, or at such other time on the same or such other date, no not later than five business days after [•], 2011, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 by the wire transfer of immediately available funds to the order of 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 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2011, as shall be designated in writing by the UnderwritersRepresentatives. The time It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and date receipt for and to make payment of such payment are hereinafter referred to as the “Option Closing Date”. Certificates purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, each individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Common Shares and the Preferred Shares to be sold by the Selling Shareholder shall be made to the Company by the wire transfer of Selling Shareholder in federal or other funds immediately available funds to in New York City, in the order case of the Company Firm Common Shares, against delivery of the Firm Common Shares, and in the case of the Preferred Shares, against delivery of the Firm Converted Common Shares issuable upon conversion of such Firm Shares Preferred Shares, for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]August 9, 2010, 2019 or at such other time on the same or such other date, no in any event not later than five business days after the date of this Agreement August 15, 2019, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by the wire transfer of Selling Shareholder in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such the 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.September 20, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Common Shares, Firm Converted Common Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 Firm Common Shares, Firm Converted Common Shares issuable upon conversion of the Firm Preferred Shares sold hereunder and the Additional Shares sold hereunder, shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Common Purchase Price and the Preferred Purchase Price, with in each case, 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 Firm Common Shares, Preferred Shares or Additional Shares, as applicable, or the issuance of the Firm Converted Common Shares to the Underwriters duly paid, against payment of except to the Purchase Price therefor. The Firm Shares extent paid by the Company or the Selling Shareholder pursuant to Section 9(ii)) and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Tranche A Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of a certificate representing such Firm Shares for the respective accounts or a certified copy of the several Underwriters Company's share register containing the relevant entry in respect of the Tranche A Shares (such payment and delivery hereinafter referred to as the "TRANCHE A CLOSING") at [—] 10:00 a.m., New York City time, on [—]June 1, 20102006, or at such other time on the same or such other date, no later than five business days after as shall be agreed by the date of this Agreement as the Underwriters Company and the Company may agree upon in writingPurchasers. The time and date of such payment are hereinafter referred to as the “Closing Date"TRANCHE A CLOSING DATE.” " Payment for any Additional the Tranche B Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of a certificate representing such Additional Shares for the respective accounts or a certified copy of the several Underwriters Company's share register containing the relevant entry in respect of the Tranche B Shares (such payment and delivery hereinafter referred to as the "TRANCHE B CLOSING") at [—] 10:00 a.m., New York City time, on the date specified in first business day after the notice described condition in Section 2 5(d) hereto has been satisfied, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementafter such condition has been satisfied, as shall be designated in writing agreed by the UnderwritersCompany and the Purchasers; provided that, if the waiting period under the HSR Act (as defined below) is early terminated, the Purchasers will use reasonable efforts to close promptly but can defer the Tranche B Closing for a period up to ten business days after the date of such early termination. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "TRANCHE B CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such the names and of the Purchasers or if so indicated on the signature page hereto, in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or name of a nominee designated by the Option Closing Date, as the case may bePurchasers. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Purchasers on the Closing Date or the Option applicable 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 such Shares to the Underwriters Purchaser duly paidpaid by the Company, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]July 13, 20102011, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters in New York City at [—] 10:00 a.m., New York City time, on [—]November 25, 20102020, or at such other time on the same or such other date, no date not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters Representatives and the Company 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 the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares to you on the Closing Date for the respective accounts of the several Underwriters at [—] a.m., New York City time, on of the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and Securities registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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 Securities to the Underwriters duly paid, against payment . 5. Conditions to the Underwriters’ Obligations. The obligations of the Purchase Price therefor. The Firm Shares Company to sell the Securities to the Underwriters and Additional Shares the several obligations of the Underwriters to purchase and pay for the Securities are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities, or in the rating outlook for the Company, by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) under the Exchange Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure Package and the Prospectus, exclusive of any amendments or supplements thereto subsequent to the date of this Agreement, that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to market, sell or deliver the Securities on the terms and in the manner contemplated in the Disclosure Package and the Prospectus; (iii) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post- effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433; and (iv) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be delivered through in effect and no proceedings for such purpose shall have been instituted or threatened by the facilities of The Depository Trust Company.Commission, and the Company has 9

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]November 19, 20102012, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment The Securities to be purchased by the Initial Purchaser hereunder will be represented by one or more definitive global securities in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the Purchase Price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to the Initial Purchaser at least forty-eight (48) hours in advance, by causing DTC to credit the Securities to the account of Xxxxxx Xxxxxx Partners at DTC. The time and date of such delivery and payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of 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 [—]November 18, 20102003, or at such other time on the same or such other date, no not later than five business days after November 18, 2003, as shall be designated in writing by you (the date of this Agreement as the Underwriters and the Company may agree upon in writing“Closing Date”). The time and date of such delivery and payment are hereinafter referred to as for the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of 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 notice described in Section 2 2.2, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three ten (310) business days following after the date the Underwriters provide option to purchase the Company with notice pursuant to Section 2 of this AgreementAdditional Securities is exercised, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as you (the “Option Closing Date”). Certificates The Company will cause the certificates representing the Securities to be made available to Xxxxxx Xxxxxx Partners for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day checking at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the “Designated Office”). The certificates evidencing the Firm Shares and the Additional Shares shall documents to be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross-receipt for the respective accounts Securities and any additional documents requested by Initial Purchaser or counsel for the Initial Purchaser pursuant to Section 5.9 hereof, will be delivered at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Closing Location”) at the Closing Date or the Option Closing Date, as the case may be. On the Closing Date or the Option Closing Date, as the case may be, the Securities will be delivered at the Designated Office. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, at which meeting the final drafts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares documents to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through pursuant to this paragraph will be available for review by the facilities parties hereto. For the purposes of The Depository Trust Companythis Section 3, “business day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 [—●], 20102018, or at such other time on the same or such other date, no not later than five business days after [●], 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.August 30], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price per share to be paid by the Underwriters to the Company for the Shares will be $[●] per share (the “Purchase Price”). The Company will deliver the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, Representatives for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with through the transfer facilities of The Depository Trust Company or, at the election of the Shares Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Underwriters duly paidCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefortherefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Firm Shares sold by them all at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [●], 2020, in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Shares may be varied by agreement between the Company and the Representatives. The Underwriters may purchase all or less than all of the Additional Shares. The price per share to be paid for the Additional Shares shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of Additional Shares specified in the written notice delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such Additional Shares. Such Additional Shares shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name on Schedule I bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Additional Shares at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Additional Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Additional Shares or any portion thereof may be surrendered and terminated at any time upon notice by Representatives to the Company. The option granted hereby shall be exercised by written notice being given to the Company by Representatives setting forth the number of the Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares. Each date and time for delivery of and payment for the Additional Shares (which may be the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Additional Shares to the Representatives for the respective accounts of the several Underwriters in the case of the Company, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Representatives payable to the order of the Company, all at the offices of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates for the Additional Shares instead of delivery from the Company of the Additional Shares through the facilities of The Depository Trust Company, shall make the certificates for the Additional Shares available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Additional Shares may be varied by agreement between the Company and the Representatives. The several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus.

Payment and Delivery. Payment of the purchase price for the Firm Shares Securities shall be made to authorized at the Company by the wire transfer offices of immediately available funds to the order of the Company against delivery of such Firm Shares Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the respective accounts of the several Underwriters Company, at [—] a.m.0000 Xxxxxxxx, New York City timeXxx Xxxx, on [—], 2010Xxx Xxxx 00000, or at such other time place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the same fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other date, no time not later than five ten business days after such date as shall be agreed upon by the date of this Agreement as the Underwriters Representatives and the Company may agree upon in writing. The time Company, and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made against delivery, at such time, of one or more global Securities to the a custodian for The Depository Trust Company (“DTC”), to be held by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares DTC initially for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as and delivery is herein called the “Option Closing DateTime”. Certificates Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized Xxxxx Fargo Securities, LLC, for the Firm Shares account of such Underwriter, to acknowledge receipt of, and make payment of the Additional Shares purchase price for, the Securities which such Underwriter has agreed to purchase. Any of the Representatives individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Global Securities will be made available for examination by the Representatives in definitive form and registered in such names and in such denominations as you shall request in writing New York, New York not later than one full 2:00 P.M. (Eastern time) on the business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyTime.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder named in Part A of Schedule I shall be made to the Company by the wire transfer such Selling Shareholder named in Part A of Schedule I in Federal or other funds immediately available funds to the order of the Company 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 __, 20101998, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, 1998, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. 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 Company by the wire transfer Selling Shareholders named in Part B of Schedule I in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m._______, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1998, as shall be designated in writing by the UnderwritersU.S. Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to by or on behalf of the Company several Underwriters by the wire transfer of immediately available funds to the order Company's account upon delivery of the Company against delivery of such Firm Shares for to the respective accounts Representatives or upon their order at the office of Morgan Stanley & Co. Incorporated, 1585 Broadway, Nxx Xxxk, Xxx Xork, at 10:00 A.M., Xxx Xxxx Xxxx xxxx, xx xxx xxxxx business day (unless postponed in accordance with the several Underwriters at [—] a.m.provisions of Section IX) following the date of this Agreement, or if pricing takes place after 4:30 P.M. New York City time, on [—], 2010the fourth business day following the date of this Agreement (unless postponed in accordance with the provisions of Section IX), or at such other time on the same or such other earlier date, no later than five business days after as shall be agreed upon by the date of this Agreement as the Underwriters Representatives and the Company may agree upon in writingCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” . Payment for any Additional Shares shall be made to by or on behalf of the Company several Underwriters by the wire transfer of immediately available funds to the order Company's account upon delivery of the Company against delivery of such Additional Shares for to the respective accounts Representatives or upon their order at the office of Morgan Stanley & Co. Incorporated, 1585 Broadway, Nxx Xxxk, Xxx Xork, at 10:00 A.M., Nxx Xxxx Xxxx xxxx, xx xxxx xxxx (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the several Underwriters at [—] a.m., New York City timenotice hereinafter referred to) as shall be designated in a written notice from the Representatives to the Company of the Representatives' determination, on behalf of the date Underwriters, to purchase a number, specified in the notice described in Section 2 or at such other time on the same said notice, of Additional Shares, or on such other date, in any event not later than [—] a.m.February 13, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1998, as shall be designated in writing agreed upon by the UnderwritersRepresentatives and the Company. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. The notice of the determination to exercise the option to purchase Additional Shares and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—●] a.m., [A.M.][P.M.] (New York City time), on [—●], 20102024, or at such other time on the same or such other date, no later than five business days after date as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. 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 Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—●] a.m., [A.M.][P.M.] (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing agreed by the UnderwritersRepresentative 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 A Term Preferred Shares, 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 hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you Ladenburg through the facilities of The Depository Trust Company on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares through the facilities of DTC for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]June 17, 20102019, or at such other time on the same or such other date, no later than five three (3) business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares through the facilities of DTC 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 17, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”Representatives. Certificates for the Firm Shares and the Additional Shares shall be in definitive form transferred electronically and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Milwaukee 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 [—], 20102015, or at such other time on the same or such other date, no not later than five business days after , 2015, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Milwaukee 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2015, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the 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. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany (“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 Optional Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to the Managers for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102012, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2012, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2012, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Managers on the Closing Date or 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. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Shares through the facilities of The the Depository Trust CompanyCompany unless the Managers shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares, against delivery of the Firm Shares for the accounts of the Underwriter, shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on [—], 2010the closing date and time set forth in Schedule II hereto, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon be designated by you in writing. 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 by the wire transfer of immediately available funds to the order of the Company Shares, against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.Underwriter, shall be made to the Company in Federal or other funds immediately available in New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.the tenth business day thereafter, New York City time, three (3) business days following as may be designated by you in writing. The documents to be delivered on the date Closing Date or any Option Closing Date on behalf of the Underwriters provide the Company with notice parties hereto pursuant to Section 2 5 of this Agreement, as Agreement shall be designated delivered to the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at the address specified in writing by Schedule II hereto, and the Underwriters. The time and date of such payment are hereinafter referred to as Shares shall be delivered, all on the “Closing Date or the applicable Option Closing Date”, as the case may be. Certificates for the The Firm Shares and the Additional Shares shall be in definitive form or global form, as specified by the Underwriter, and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 [—●], 20102024, or at such other time on the same or such other date, no date not later than five seven full business days after thereafter, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) five full business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementthereafter, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred Additional ADSs to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares be delivered to each Underwriter shall be delivered in definitive form book entry form, and in such denominations and registered in such names and in such denominations as you shall the Representatives may request in writing not later than one full business day prior to the Closing Date or the an Option Closing Date, as the case may be. The certificates evidencing the Such Firm Shares ADSs and the Additional Shares ADSs shall be delivered by or on behalf of the Company to you the Representatives through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company to the Representatives on the Closing Date or the Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representatives. The purchase price payable by the several Underwriters, with 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company against delivery in New York City of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102014, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2014, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ , New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2014], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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 for any Firm Shares and Additional Shares to be sold by the Selling Shareholder shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the such Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law. The With respect to any Firm Shares and Additional Shares shall be delivered through issued by the facilities Company and subscribed for by the Underwriters, the Company agrees and undertakes to reimburse and indemnify the Underwriters with respect to (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of The Depository Trust Companysuch Shares to the Underwriters duly paid 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 the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company 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 [—], 20102013, or at such other time on the same or such other date, no not later than five 5 business days after the date of this Agreement scheduled closing, as the Underwriters and the Company may we shall mutually agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and the Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company 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 notice described in Section 2 3(b) or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after expiration of this Agreementoption, as we shall be designated mutually agree in writing by the Underwriterswriting. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at [—] the offices of Xxxxx Lovells US LLP, Park Place II, Ninth Floor, 7900 Xxxxx Xxxxxx Drive, McLean, VA 22102, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City timeEastern Time, on [—]January 14, 20102013, or at such other time on the same or such other date, no not later than five business days after January 21, 2013, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 by the wire transfer of immediately available funds to the order of 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 timeEastern Time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.February 20, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentatives. The time It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and date receipt for and to make payment of such payment are hereinafter referred to as the “Option Closing Date”. Certificates purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives 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 certificates evidencing Payment for the Firm Shares and Additional Shares, as the Additional Shares case may be, shall be delivered made against delivery to you the Representatives on the Closing Date or the 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 paid by the Company. Delivery of the Purchase Price therefor. The Firm Shares and Additional Shares Shares, as the case may be, shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, 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 1:00 p.m., Eastern Time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder named in Part A of Schedule I shall be made to the Company by the wire transfer such Selling Shareholder named in Part A of Schedule I in Federal or other funds immediately available funds to the order of the Company 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 [—]______________, 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ___________, 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. 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 Company by the wire transfer Selling Shareholders named in Part B of Schedule I in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m._________________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the UnderwritersU.S. Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The In lieu of certificates, the Registrar and Transfer Agent for the Common Stock may make book-entry notations to effect the transfer on its books and records of the Firm Shares and or Additional Shares shall be delivered through Shares, as the facilities of The Depository Trust Companycase may be, from the Selling Shareholders to the Underwriters.

Payment and Delivery. Payment The closing for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order purchase and sale of the Company against delivery Certificates hereunder shall occur at the offices of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.Thacher Proffitt & Wood LLP, 2 World Financial Center, New York City timeYork, on [—]Nex Xxxx 00000, 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., xx 10:00 a.m. New York City time, on the date specified in the notice described in Section 2 "Expected Closing Date" identified on Schedule I hereto or at such other location, time and date as shall be mutually agreed upon by the Underwriters and the Company (such time and date of closing, the "Closing Date"). Delivery of the Certificates shall be made through the Same Day Funds Settlement System of the Depository Trust Company ("DTC"). Except as provided in the following sentence, payment shall be made to the Company in immediately available Federal funds wired to such bank as may be designated by the Company (or by such other method of payment as may be mutually agreed upon by the Company and any particular Underwriter), against delivery of the Certificates. Under the circumstances set forth in the last paragraph of Section 2 hereof, payment for the Unsold Certificates on the same Closing Date shall be made by the Mortgage Loan Seller to LBI (or, at the direction of LBI, directly to its designee which may be the Company) in immediately available Federal funds wired to such bank as may be designated by LBI (or on by such other datemethod of payment as may be mutually agreed upon by LBI and the Mortgage Loan Seller), in against delivery of the Unsold Certificates to the Mortgage Loan Seller through DTC. LBI and the Mortgage Loan Seller hereby agree that any event not later than [—] a.m., New York City time, three amounts due hereunder from the Mortgage Loan Seller to LBI (3or its designee) business days following may be offset against amounts due the date the Underwriters provide the Company with notice Mortgage Loan Seller pursuant to Section 2 of this the Mortgage Loan Purchase Agreement, as shall . The Certificates will be designated in writing made available for examination by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing Underwriters not later than one full 3:00 p.m. New York City time on the last business day prior to the Closing Date Date. References herein, including, without limitation, in the Schedules hereto, to actions taken or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall to be delivered to you on taken following the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with respect to any transfer taxes payable in connection with the transfer of the Shares Certificates that are to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyDTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Certificates as reflected on the books and records of DTC.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company by the wire transfer of such Selling Shareholders in immediately available funds to the order of the Company 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 [—], 20102011, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement , 2011 , as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.,” which date may be postponed by agreement among the Representatives, the Company and the Selling Shareholders or as provided in Section 13 hereof. Payment for any Additional Shares shall be made to the Company by the wire transfer of applicable Selling Shareholders in immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2011, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Firm Shares and Additional 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 Firm Shares and Additional 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Offered ADSs to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Offered ADSs for the respective accounts of the several International Underwriters at [—] 10:00 a.m., New York City time, on [—]October 14, 20102020, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares The Offered ADSs, as may be evidenced by ADRs, shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date. The Offered ADSs shall be delivered to the Representatives on the Closing Date for the respective accounts of the several International Underwriters. The Purchase Price payable by the International Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the International Underwriters in connection with the transfer of the Offered ADSs to the International Underwriters duly paid and (ii) any withholding required by law. Delivery of the Offered ADSs shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The form of ADR evidencing the Offered ADSs and the Underlying Shares will be made available for inspection and packaging by the Representatives on the business day prior to the Closing Date. With respect to all or any portion of Offered ADSs, the Representatives, on behalf of the International Underwriters and for the purpose of effecting reallocations of Offered ADSs and Offered Shares, may elect to have such Offered ADSs (in the form of Common Shares) delivered to the Brazilian Placement Agents. Notice of such election shall be given by the Representatives to the Company at least two business days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing With respect to all or any portion of the Firm Offered Shares, the Brazilian Placement Agents for purpose of effecting reallocations of Offered ADSs and Offered Shares and may elect to have such Offered Shares (in the Additional Shares form of ADSs) delivered to the International Underwriters. Notice of such election shall be delivered given by the Representatives to you on the Company at least two business days prior to the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in immediately available funds to the order of the Company 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 [—], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement , 2010, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.,” which date may be postponed by agreement among the Representatives and the Company or as provided in Section 11 hereof. Payment for any Additional Shares shall be made to the Company by the wire transfer of in immediately available funds to the order of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Firm Shares and Additional Shares being sold by the Company to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. Delivery of the Firm Shares and Additional Shares shall be made through the facilities of The Depository Trust Company. 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 therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by the same day Federal Funds wire transfer of immediately available funds to the order of the Company against delivery of such the Firm Shares to the Underwriters through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the several Underwriters Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York time, on September 21, 2016 (the “Closing Date”), which date shall be the third (or, if the purchase price set forth in Schedule A hereof is determined after 4:00 p.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five fourth) business days day after the date of this Agreement as (unless another time or date shall be agreed to by the Underwriters Representative and the Company may agree upon in writingCompany). The time and date of at which such payment and delivery are to be made is hereinafter referred to as sometimes called the “Closing DateTime of Purchase.” Payment for any Additional Electronic transfer of the Firm Shares shall be made to the Company or as instructed by the wire transfer Representative at the Time of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered Purchase in such names and in such denominations as you the Representative shall request specify. If the option for Additional Shares is exercised, payment of the purchase price for the Additional Shares shall be made at the Additional Time of Purchase in writing not later than one full business day prior the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Firm Shares shall be made to or as instructed by the Representative at the Time of Purchase in such names and in such denominations as the Representative shall specify. The Time of Purchase and the Additional Time of Purchase are sometimes referred to herein as the “Closing Dates.” Deliveries of the documents described in Section 6 with respect to the purchase of the Shares shall be made at the offices of Xxxxxx Xxxxx & Bockius LLP, counsel for the Underwriters, located at 0000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 A.M., New York time, on the applicable Closing Date or Dates of the Option Closing Datepurchase of the Shares and/or the Additional Shares, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by the Federal Funds wire transfer of immediately available funds to the order of an account designated by the Company against delivery of such the certificates for the Firm Shares to the Underwriter through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the several Underwriters Underwriter. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York City time, on [—]July 16, 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as 2014 (the “Closing Date”) (unless another time shall be agreed to by the Underwriter and the Company). The time at which such payment and delivery are to be made is hereinafter sometimes called the “Time of Purchase.” Payment for any Additional Electronic transfer of the Firm Shares shall be made to the Company by Underwriter at the wire transfer Time of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered Purchase in such names and in such denominations as you the Underwriter shall request in writing not later than specify at least one full business day prior to the Closing Date or Time of Purchase. Payment of the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and purchase price for the Additional Shares shall be delivered to you on made at the Closing Date or Additional Time of Purchase in the Option Closing Date, same manner and at the same office as the case may be, payment for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the Firm Shares. Electronic transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through made to the facilities Underwriter at the Additional Time of Purchase in such names and in such denominations as the Underwriter shall specify at least one business day prior to the Additional Time of Purchase. The Depository Trust CompanyTime of Purchase and the Additional Time of Purchase are sometimes referred to herein as the “Closing Dates.” Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Shares shall be made at the offices Loeb & Loeb LLP, counsel for the Underwriter, located at 00000 Xxxxx Xxxxxx Xxxx., Suite 2200, Los Angeles, California, at 10:00 A.M., New York time, on the date of the closing of the purchase of the Shares.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on October [—●], 20102018, or at such other time on the same or such other date, no not later than five ten business days after the date of this Agreement Closing Date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingRepresentative. 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 KBW, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by KBW 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 Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentative, 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 hereinafter herein referred to as the “Option Closing Date”. Certificates .” Payment of the Additional Shares Investment Adviser Payment shall be made to KBW, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by KBW at the Option Closing Date. The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representative through the facilities of The Depository Trust Company on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for In accordance with the Firm Shares Share Lending Agreement, delivery of 44,864,059 of the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of 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 [—]June 4, 20102008, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Representative, the Borrower and the Company may shall agree upon in writing. The time and date of such payment delivery are hereinafter referred to as the “Initial Closing Date.” Payment for any Additional From time to time on or before the earlier to occur of (a) December 31, 2008 and (b) the date as of which the Maximum Number of Shares shall have been sold hereunder (the “Borrowing Termination Date”), the Borrower may give one or more Borrowing Notices with respect to a number of Securities specified in such Borrowing Notice, up to the Maximum Number of Shares; provided, that no Borrowing Notice may be given during a Registration Blackout Period (as defined in the Share Lending Agreement). In accordance with the Share Lending Agreement, delivery of the Securities specified in a Borrowing Notice shall be made to on or before the Company by Cutoff Time (as defined in the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, Share Lending Agreement) on the date specified in the notice described in Section 2 Borrowing Notice, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following date as the date the Underwriters provide Borrower and the Company with notice pursuant to Section 2 of this Agreement, as shall be designated agree in writing by the Underwriterswriting. The time and date of each such payment delivery are hereinafter herein referred to as a “Subsequent Closing Date” (and, with the Initial Closing Date and each other Subsequent Closing Date, being sometimes referred to as a “Option Closing Date”). Certificates for The documents to be delivered on any Closing Date on behalf of the Firm Shares parties hereto pursuant to Section 5 of this Agreement shall be delivered to the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at the address specified in Schedule I hereto, and the Additional Shares Securities shall be delivered at the office of The Depositary Trust Company, all on the applicable Closing Date. The Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Initial Closing Date or the Option applicable Subsequent Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered by the Company to you the Borrower on the or before any Closing Date or in accordance with the Option Closing Date, as the case may be, for the respective accounts terms 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyShare Lending Agreement.

Payment and Delivery. Payment for of the Firm Shares purchase price for, and delivery of one or more global certificates for, the Initial Securities shall be made at the offices of Xxxxxxxx Chance US LLP, 00 X. 00xx Xxxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Initial Purchaser and the Company and the Guarantors, at 9:30 A.M. (Eastern Daylight Time) on June 5, 2007, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Initial Purchaser and the Company and the Guarantors (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that the Initial Purchaser has exercised the option to purchase all or any of the Option Securities, payment of the purchase price for, and delivery of one or more global certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Initial Purchaser and the Company and the Guarantors, at each Option Closing Time as specified in the notice from the Initial Purchaser to the Company and the Guarantors. Payment shall be made to the Company by the wire transfer of immediately available funds to a bank account designated by the order of the Company Company, against delivery to the Initial Purchaser of such Firm Shares one or more global certificates for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writingSecurities to be purchased by it. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall Securities will be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified issued in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive global form and registered in such names and the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The certificates representing the Securities shall be made available for examination by the Initial Purchaser in such denominations as you shall request in writing The City of New York not later than one full 3:00 P.M. (Eastern Daylight Time) on the last business day prior to the Closing Date Time or the relevant Option Closing DateTime, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. (a) Payment of the aggregate Purchase Price for the Firm Shares to be sold and issued by the Company shall be made to the Company by the wire transfer Representatives on behalf of the Underwriters in U.S. dollars in immediately available funds by wire transfer to the order account of the Company against delivery specified in writing by the Company to the Representatives. If the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, payment of such Firm Shares the aggregate Purchase Price for the respective accounts Option Shares to be sold and issued by the Company shall be made by the Representatives on behalf of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on in U.S. dollars in immediately available funds by wire transfer to the same or such other date, no later than five business days after the date account of this Agreement as the Underwriters and the Company may agree upon specified in writingwriting by the Company to 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 be, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at Firm Shares, 8:00 a.m. London time on November [—] a.m.•], New York City time2007, on the date specified in the notice described in Section 2 or at such other time on the same or time on such other date, in any event not later than November [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2007, as shall be designated in writing by the Representatives after consultation with the Company where practicable, and, if the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, at 8:00 a.m. London time on the date specified by the Representatives in the written notice (which date shall be two Business Days from the date of such notice) given by the Representatives of their election, on behalf of the Underwriters, to purchase such Option Shares in accordance with the terms of Section 1(b) hereof. The Such time and date for delivery of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares is herein called the “First Time of Purchase”, such time and date for delivery of the Option Shares, if not the First Time of Purchase, is herein called the “Additional Time of Purchase”, and each such time and date for delivery is herein called a “Time of Purchase”. At each Time of Purchase, the Company shall pay in U.S. dollars in immediately available funds by wire transfer to or for the account of the Representatives specified by the Representatives to the Company the total of all expenses (as set forth in Section 4.1(l) hereof) then due and owing to the Underwriters and the Additional Shares shall Underwriters’ counsel, if any, to the extent they have been ascertained by the Underwriters and agreed to by the Company, all as set forth in a detailed and itemized invoice to be in definitive form and registered in such names and in such denominations as you shall request in writing not delivered by the Representatives to the Company no later than one full business day prior to two Business Days immediately preceding the Closing Date or Time of Purchase and confirmed by the Option Closing Date, as the case may beCompany. The certificates evidencing Representatives shall, in their sole and absolute discretion, have the Firm Shares and the Additional Shares shall be delivered right to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts elect to deduct from its payment of the several Underwritersaggregate Purchase Price payable at any Time of Purchase under this Section 2(a), with any transfer taxes the amounts payable by the Company under this Section 2(a) in connection with the lieu of a wire of transfer of the Shares to funds from the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by the same day Federal Funds wire transfer of immediately available funds to the order of the Company against delivery of such the Firm Shares to the Underwriters through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the several Underwriters Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York time, on September 30, 2015 (the “Closing Date”), which date shall be the third (or, if the purchase price set forth in Schedule A hereof is determined after 4:00 p.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five fourth) business days day after the date of this Agreement as (unless another time or date shall be agreed to by the Underwriters Representative and the Company may agree upon in writingCompany). The time and date of at which such payment and delivery are to be made is hereinafter referred to as sometimes called the “Closing DateTime of Purchase.” Payment for any Additional Electronic transfer of the Firm Shares shall be made to the Company or as instructed by the wire transfer Representative at the Time of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered Purchase in such names and in such denominations as you the Representative shall request specify. If the option for Additional Shares is exercised, payment of the purchase price for the Additional Shares shall be made at the Additional Time of Purchase in writing not later than one full business day prior the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Firm Shares shall be made to or as instructed by the Representative at the Time of Purchase in such names and in such denominations as the Representative shall specify. The Time of Purchase and the Additional Time of Purchase are sometimes referred to herein as the “Closing Dates.” Deliveries of the documents described in Section 6 with respect to the purchase of the Shares shall be made at the offices of Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, located at 0 Xxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx, at 10:00 A.M., New York time, on the applicable Closing Date or Dates of the Option Closing Datepurchase of the Shares and/or the Additional Shares, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Company, by the wire transfer of Federal or other immediately available funds to the order of the Company funds, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—●], 20102019, or at such other time on the same or such other date, no not later than five business days after [●], 2019 as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Company shall notify the Underwriters in writing at least one (1) business day in advance of the Closing Date of the account to which funds shall be transferred pursuant to the foregoing. Payment for any Additional Shares shall be made to the Company Company, by the wire transfer of Federal or other immediately available funds to the order of the Company funds, 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2019 as shall be designated in writing by the UnderwritersRepresentative. The time and date Company shall notify the Underwriters in writing at least one (1) business day in advance of such payment are hereinafter referred to as the “Option Closing Date”Date of the account to which funds shall be transferred pursuant to the foregoing. Certificates for the The Firm Shares and Additional Shares, including in each case such Shares delivered at the Additional Shares Representative’s request in the form of SDRs in accordance with Section 2, shall be in definitive form and registered in such names and in such denominations as you the 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 certificates evidencing the Firm Shares and Additional Shares, including in each case such Shares delivered at the Additional Shares Representative’s request in the form of SDRs in accordance with Section 2, shall be delivered to you the Representative on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for Delivery of the Firm Shares -------------------- shall be made to the Company Underwriters in New York, New York, against payment of the purchase price by the wire transfer of immediately available funds to the order of an account designated in writing by the Company against delivery of such Firm Shares for to the respective accounts of the several Underwriters at [—] least one business day prior to the Closing Date (as hereinafter defined). Such payment shall be made at 10:00 a.m., New York City time, on [—][ , 2010, 199 ] or ---------- - at such other time on the same or such other date, no later than five business days after date as may be agreed upon by the date of this Agreement as Company and the Underwriters and the Company may agree upon in writing. The time and (such date of such payment are is hereinafter referred to as the “"Closing Date.” Payment for any Additional "). To the extent that the Option is exercised, delivery of the Option Shares shall be made to the Company against payment by the wire transfer of immediately available funds to Underwriters (in the order of manner specified above) shall take place in the Company against delivery of such Additional Shares manner specified above for the respective accounts of Closing Date at the several Underwriters at [—] a.m., New York City time, on time and date (which may be the date Closing Date) specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”Shares Notice. Certificates for evidencing the Firm Shares and the Additional Shares shall be in definitive form and shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than at least three business days prior to the Closing Date or the Option Closing Date, as the case may be. If no such request is received by said time, the Company shall have the right to deliver the Shares in the name of the Underwriters in such denominations as the Company may determine. For the purpose of expediting the checking and packaging of certificates for the Shares, the Company agrees to make such certificates available for inspection at least one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company 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 ], 20102021, or at such other time on the same or such other date, no not later than five business days after [ l ], 2021, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 by the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company 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 2 3 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.[ l ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2021, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The amount of the Purchase Price payable by the Underwriters to any Seller shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the initial transfer of the Shares to the Underwriters duly paidpaid and (ii) any tax withholding required by law, against payment provided that the amount of the Purchase Price therefor. The Firm Shares and Additional Shares any such reduction or withholding shall be delivered through treated for all purposes of this Agreement as having been paid to the facilities Seller in respect of The Depository Trust Companywhom such reduction or withholding was made.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company by the wire transfer of such Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 [—●], 2010, 2019 or at such other time on the same or such other date, no not later than five business days after [●], 2019, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company by the wire transfer of such Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in delivered to such names DTC accounts of the Underwriters, and in such denominations denominations, as you 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 certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective DTC accounts of notified by the several UnderwritersUnderwriters in accordance with this Section 5, with any amounts in respect of any transfer taxes payable by the Underwriters in connection with the transfer of the Shares to the Underwriters such delivery, if any, duly paid, against payment of deducted from the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through payable to the facilities of The Depository Trust CompanySelling Shareholders by the Underwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller by the wire transfer of immediately available funds to the order of account or accounts designated by the Company 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 [—[ ], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2010, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company Selling Stockholder by the wire transfer of immediately available funds to the order of account or accounts designated by the Company Selling Stockholder 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 2 3 or at such other time on the same or on such other date, in any event not later than [ ], 2010 [—] a.m., New York City time, three (3) 10 business days following after expiration of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementover-allotment option], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for and delivery of the Firm Shares shall Initial Securities will be made to at the Company by the wire transfer offices of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at [—] 10:00 a.m., New York City time, on [—]October 6, 20102004, or at such other time or place on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter and delivery is referred to herein as the “Closing Date.” Payment for any Additional Shares the Initial Securities shall be made to the Company by the wire transfer of in immediately available funds to the order of account(s) specified by the Company to the Underwriters against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. nominee of The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may beDepository Trust Company, for the respective accounts account of the several Underwriters, of the Initial Securities, with any transfer taxes payable in connection with the sale of the Initial Securities duly paid by the Company. Certificates for the Initial Securities shall be in such denominations and registered in such names as the Representative(s) may request in writing at least one full business day before the Closing Date or the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Date or the relevant Date of Delivery, as the case may be. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Shares Company, against delivery to the Underwriters duly paid, against payment for their respective accounts of certificates for the Purchase Price therefor. The Firm Shares and Additional Shares shall Securities to be delivered through the facilities of The Depository Trust Companypurchased by them.

Payment and Delivery. Payment for the Firm Shares ADSs shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on [—], 2010the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on the date relevant Option Closing Date as specified in the notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall be designated in writing by the UnderwritersRepresentatives, after consultation with the Company. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the 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. The ADRs evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered through registered in such names and in such denominations as the facilities of The Depository Trust CompanyRepresentatives may request not less than two full business days prior to the Closing Date or Option Closing Date, as applicable.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company 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 ________ __, 2000 [—4 DAYS AFTER DATE OF AGREEMENT], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ________ __, 2000 [5 DAYS AFTER PRIOR DATE], as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company 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 notice described in Section 2 4 or at such other time on the same or on such other date, in any event not later than ________ __, 2000 [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement9 DAYS AFTER OPTION EXPIR.], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Initial Shares which the Underwriters have elected to purchase in accordance with Section 2 shall be made to the Company by the wire transfer of immediately available same-day funds to an account designated by the order Company, or in such other form as may be agreed between the Company and BMO Nesbitt Burns Inc. The forxxxxxx pxxxxxt shall be made in an amount net of the Company underwriting fee (the "Fee") of 5%, or CDN$0.2085 per Offered Share. The foregoing payment shall be made against delivery of such Firm the Initial Shares for being purchased by the respective accounts of the several Underwriters at [—] a.m.Underwriters, New York City no later than 6:00 a.m. (Vancouver time), on [—]July 12, 20102006, or at such other time on the same or such other date, no date (not later than five business 42 days after the date of this Agreement as the Underwriters and the Company 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 shall be made to the Company MRRS decision document issued by the wire transfer of immediately available funds to the order Reviewing Authority in respect of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3Canadian Final Prospectus) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated agreed to in writing by between the Company and the Underwriters. The time and date of such payment are hereinafter referred to herein as the “Option "Closing Date”". The Closing Date for the purchase of the Initial Shares shall occur on the same date and at the same time as the "Closing Date" of the purchase and sale of the Flow-Through Shares pursuant to the Flow-Through Underwriting Agreement. Certificates for the Firm Shares and the Additional Offered Shares shall be in definitive form and registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full the business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Offered Shares shall be delivered to you to, or at the direction of, BMO Nesbitt Burns Inc. on the Closing Date or the Option Closing Date, as the case may be, Xxxxxxg Xxxx for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to Offered Shares, if any, duly paid by the Underwriters duly paidCompany, against payment of the Purchase Price purchase price therefor. The Firm Shares and In the event that the Over-Allotment Option is exercised, the Additional Shares issued upon exercise thereof shall be delivered through deemed to form part of the facilities offering for the purposes hereof and all of The Depository Trust Companythe terms and conditions relating to the purchase and sale of the Initial Shares, and any reference to "Closing Date" herein, shall apply to the purchase and sale of the Additional Shares. BMO Nesbitt Burns Inc. shall gixx xxxxpx xxxtten notice, on behalf of the Underwriters, to the Company when, in the opinion of the Underwriters, they have ceased distribution to the public of the Offered Shares. Such notice will also specify the total proceeds realized in each of the provinces of Canada from such distribution.

Payment and Delivery. Payment for The Forward Counterparty (with respect to the Borrowed Firm Shares) and the Company (with respect to the Company Firm Shares and any Company Top-Up Firm Shares) will deliver the Firm Shares shall be made to the Company or as instructed by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares Managers for the respective accounts of the several Underwriters at [—] a.m.in a form reasonably acceptable to the Managers against payment of the Purchase Price for such Firm Shares by the Underwriters to the Forward Counterparty or the Company, as applicable, in Federal or other funds immediately available in New York City time, on [—], 2010the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be agreed by the date of this Agreement as the Underwriters Managers and the Company may agree upon Forward Counterparty (in writingthe case of any Borrowed Firm Shares). The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any The Forward Counterparty (with respect to the Borrowed Additional Shares shall be made Shares) and the Company (with respect to the Company Additional Shares and any Company Top-Up Additional Shares) will deliver the Additional Shares to or as instructed by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Managers for the respective accounts of the several Underwriters at [—] a.m.in a form reasonably acceptable to the Managers against payment of the Additional Purchase Price for any such Additional Shares by the Underwriters to the Forward Counterparty or the Company, as applicable, in Federal or other funds immediately available in New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing agreed by the UnderwritersManagers and the Forward Counterparty (in the case of any Borrowed Additional Shares). The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the applicable Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs to the Representatives for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—]October 5, 20102018, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement October 12, 2018, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” The Company undertakes to apply such funds forthwith upon receipt in paying up the nominal amounts of and any premium payable on the Underlying Securities in full. Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.November 1, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the Underwritersyou. The time Company undertakes to apply such funds forthwith upon receipt in paying up the nominal amounts of and date of such payment are hereinafter referred to as any premium payable on the “Option Closing Date”Underlying Securities in full. Certificates for the The Firm Shares ADSs and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes or duties payable in connection with the transfer of the Shares Offered ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Offered ADSs at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Offered ADSs through the facilities of The the Depository Trust CompanyCompany unless the Representatives shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company 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 [—]___________, 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement __________, 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"CLOSING DATE". [The Closing Dateof the offering and sale of the Firm Shares will be held at the offices of Ropes & Xxxx, One International Place, Boston, MA 02110-2624.” ] Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company 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 notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option "OPTION CLOSING DATE". [The Closing Date”. of the offering and sale of the Additional Shares will be held at the offices of Ropes & Xxxx, One International Place, Boston, MA 02110-2624.] Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in federal or other immediately available funds in New York City (or such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of the Securities at the offices of Pillsbury Winthrop LLP, 1540 Broadway, New York, New York (or such other place or places of delxxxxx xx xxxxx xx xxxxxx xxxx xx the Company and the Representatives) to the order of the Company against delivery of such Firm Shares Representatives for the respective accounts of the several Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York City timetime on October 13, 2004 (or on [—]such later business day as shall be agreed upon by the Company and the Representatives in writing), 2010unless postponed in accordance with the provisions of Section 8 hereof. The day and time at which payment and delivery for the Securities (without regard to any Option Securities) are to be made is herein called the "Time of Purchase". In addition, in the event that the Underwriters have exercised their Option to purchase any or all of the Option Securities, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above mentioned offices, or at such other time on place as shall be agreed upon by the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Representatives and the Company 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 shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date relevant Date of Option Delivery as specified in the notice described in Section 2 or at such other time on from the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following Representatives to the date Company. Delivery of the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated made in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be definitive, fully registered form in definitive form and authorized denominations registered in such names and in such denominations as you shall the Representatives may request in writing to the Company not later than one two full business day days prior to the Closing Date or Time of Purchase, or, if no such request is received, in the Option Closing Datenames of the respective Underwriters for the respective number of shares of Securities, as set forth opposite the case may bename of each Underwriter in Schedule II hereto, in denominations selected by the Company. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, Time of Purchase for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with by the transfer of Company duly paid. The Company agrees to make the Shares Securities available for inspection by the Underwriters at least 24 hours prior to the Underwriters duly paidTime of Purchase, against payment of in definitive, fully registered form, and as requested pursuant to the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companypreceding paragraph.

Payment and Delivery. Payment for the Firm Shares ADSs shall be made to the Company by the wire transfer of in U.S. federal or other funds immediately available funds to the order of the Company in New York City against delivery of such ADRs evidencing the Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—]l, 20102005, or at such other time on the same or such other date, no not later than five l, 2005 [5 business days after previous date], as shall be determined by the date of this Agreement as the Underwriters and Representatives after consultation with the Company may agree upon and designated in writingwriting by the Representatives to the Company. 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 Company by the wire transfer of in U.S. federal or other funds immediately available funds to the order of the Company in New York City against delivery of such ADRs evidencing the Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than l, 2005 [—] a.m., New York City time, three (3) 5 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after expiration of this Agreementgreen shoe], as shall be determined by the Representatives after consultation with the Company and designated in writing by the UnderwritersRepresentatives to the Company. The time and date of any such payment are hereinafter referred to as the an “Option Closing Date”. Certificates for ADRs evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you 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 certificates ADRs evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered through the book-entry facilities of The Depository Trust Company (“DTC”) to you the Representatives on the Closing Date or the 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. The Firm Shares With respect to all or any portion of ADSs to be purchased and Additional Shares sold hereunder, the Representatives, on behalf of the Underwriters and for the purpose of effecting reallocations of ADSs and Mexican BD Units, may elect to have such ADSs (in the form of Mexican BD Units) delivered to and paid for by the Mexican Underwriters in satisfaction of the obligation of the Company to sell to the Underwriters, and the Underwriters’ obligations to purchase, such ADSs. Notice of such election shall be given by the Representatives and the Mexican Representatives to the Company at least two business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The purchase price for the BD Units so delivered through in lieu of any ADSs shall be the facilities purchase price applicable under the Mexican Underwriting Agreement. With respect to all or any portion of the Mexican BD Units to be purchased and sold pursuant to the Mexican Underwriting Agreement, the Mexican Representatives, on behalf of the Mexican Underwriters and for the purpose of effecting reallocations of ADSs and Mexican BD Units, may elect to have such Mexican BD Units (in the form of ADSs) delivered to and paid for by the Underwriters in satisfaction of the obligation of the Company to sell to the Mexican Underwriters and the obligations of the Mexican Underwriters to purchase, such BD Units. Notice of such election shall be given by the Representatives and the Mexican Representatives to the Company at least two business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Depository Trust Companypurchase price for the ADSs so delivered in lieu of any Mexican BD Units shall be the price applicable to the other ADSs sold hereunder. It is understood that any election by the Representatives or the Mexican Representatives, respectively, in accordance with the preceding two paragraphs, shall not result in any change in, or have any other effect whatsoever on the maximum numbers of Program ADSs and Program Units made available under the ADS Share Allocation Program or the BD Unit Share Allocation Program, respectively, which are l Program ADSs and l Program Units, respectively. It is also understood that the Representatives and the Mexican Representatives shall consult with the Company with respect to the allocation of ADSs and Mexican BD Units in the Global Offering.

Payment and Delivery. (a) Payment of the aggregate Purchase Price for the Firm Shares to be sold and issued by the Company shall be made to the Company by the wire transfer Representative on behalf of the Underwriters in U.S. dollars in immediately available funds by wire transfer to the order account of the Company against delivery specified in writing by the Company to the Representative. If the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, payment of such Firm Shares the aggregate Purchase Price for the respective accounts Option Shares to be sold and issued by the Company shall be made by the Representative on behalf of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on in U.S. dollars in immediately available funds by wire transfer to the same or such other date, no later than five business days after the date account of this Agreement as the Underwriters and the Company may agree upon specified in writingwriting by the Company to the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made be, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at Firm Shares, 8:00 a.m. London time on October [—] a.m.__], New York City time2005, on the date specified in the notice described in Section 2 or at such other time on the same or time on such other date, in any event not later than October [—] a.m.__], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2005, as shall be designated in writing by the Underwriters. The Representative after consultation with the Company where practicable, and, if the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, at 8:00 a.m. London time and on the date specified by the Representative in the written notice (which date shall be two Business Days from the date of such payment are hereinafter referred notice) given by the Representative of its election, on behalf of the Underwriters, to as purchase such Option Shares in accordance with the “Option Closing Date”terms of Section 1(b) hereof. Certificates Payment for the Firm Shares and, if applicable, the Option Shares, shall be deemed to be released at the time of Admission of the Shares. Such time and date for delivery of the Firm Shares is herein called the "First Time of Purchase", such time and date for delivery of the Option Shares, if not the First Time of Purchase, is herein called the "Additional Time of Purchase", and each such time and date for delivery is herein called a "Time of Purchase". At each Time of Purchase, the Company shall pay in U.S. dollars in immediately available funds by wire transfer to or for the account of the Representative specified by the Representative to the Company the total of all expenses (as set forth in Section 5.1(l) hereof) then due and owing to the Underwriters, the Sponsor (as defined below) and the Additional Shares shall Underwriters' and Sponsor's counsel, if any, to the extent they have been ascertained by the Underwriters and Sponsor and agreed to by the Company, all as set forth in a detailed and itemized invoice to be in definitive form and registered in such names and in such denominations as you shall request in writing not delivered by the Representative to the Company no later than one full business day two Business Days prior to the Closing Date or Time of Purchase and confirmed by the Option Closing Date, as the case may beCompany. The certificates evidencing Representative shall, in its sole and absolute discretion, have the Firm Shares and the Additional Shares shall be delivered right to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts elect to deduct from its payment of the several Underwritersaggregate Purchase Price payable at any Time of Purchase under this Section 2(a), with any transfer taxes the amounts payable by the Company under this Section 2(a) in connection with the lieu of a wire of transfer of the Shares to funds from the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller by wire transfer to bank accounts designated by the Company (as to Firm Shares sold by the wire transfer of Company) and by the applicable Custodian (as to Firm Shares sold by any Selling Stockholder) in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to the Manager for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]December 22, 20102009, or at such other time on the same or such other date, no not later than five business days after December 31, 2009, as shall be designated by the date of this Agreement as the Underwriters and the Company may agree upon Manager in writing. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.January 25, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the UnderwritersManager. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Manager on the Closing Date or 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. Time shall be of the essence, and delivery of the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and each Selling Stockholder shall deliver its portion of the Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyDTC not later than 1:00 p.m. Eastern Standard Time, one business day prior to each Closing Date, unless the Manager shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—●], 20102021, or at such other time on the same or such other date, no not later than five business days after [●], 2021, as shall be agreed upon in writing by the date of this Agreement as the Underwriters Company and the Company may agree upon in writingUnderwriters. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the Company against delivery security entitlements in respect of such Additional Shares Securities through the facilities of DTC or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Additional Securities. Such payment for the respective accounts and delivery of the several Underwriters Additional Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or on such other date, in any event not later than the [—third] a.m., New York City time, three (3) business days following day after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementspecified in such notice, as shall be designated in writing by the Underwriters. The time and date In addition to the conditions provided for in Section 5(m), payment by the Underwriters for any Additional Securities to be purchased on an Option Closing Date shall be contingent on the payment by the Sponsor to the Trust Account of the following amount at least one business day prior to such payment are hereinafter referred to as the “Option Closing Date”. Certificates : an amount equal to such portion of the gross proceeds from the Private Placement Warrants sold by the Company to the Sponsor on such Option Closing Date as would cause the amount in the Trust Account (after giving effect to the amounts previously deposited in the Trust Account, the payment for such Additional Securities and such Sponsor payment) to equal the Firm Shares product of the number of Securities so far sold hereunder (including such Additional Securities) and the Additional Shares Public Offering Price per Unit. Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you the Underwriters shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) 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 of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company 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 [—________ __, 1999[4 DAYS AFTER DATE OF AGREEMENT], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ________ __, 1999[5 DAYS AFTER DATE OF AGREEMENT], as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by the wire transfer of Company][each Seller] in Federal or other funds immediately available funds to the order of the Company 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 notice described in Section 2 4 or at such other time on the same or on such other date, in any event not later than [—] a.m.________ __, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999[10 DAYS AFTER OPTION EXPIR.], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”". Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company 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 [—*****], 20101998, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [*****], 1998 [INSERT DATE 5 BUSINESS DAYS AFTER THE IMMEDIATELY PRECEDING DATE], as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. 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 Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.*****], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1998 [INSERT DATE 10 BUSINESS DAYS AFTER THE EXPIRATION OF THE GREENSHOE OPTION], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”"OPTION CLOSING DATE". Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or 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. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 [—•], 20102020, or at such other time on the same or such other date, no not later than five business days after [•], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. 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 ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 [—], 20102018, or at such other time on the same or such other date, no not later than five business days after , 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. 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 Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you 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 certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. 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 ADSs to the Underwriters to the extent such taxes are duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriter of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriter shall have otherwise instructed, against delivery to the Underwriter of such certificates (in form and substance satisfactory to the Underwriter) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—●], 20102020, or at such other time on the same or such other date, no not later than five business days after [T+[5]], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriter of the Company against delivery security entitlements in respect of such Additional Shares Securities through the facilities of DTC or, if the Underwriter shall have otherwise instructed, against delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing such Additional Securities. Such payment for the respective accounts and delivery of the several Underwriters Additional Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or on such other date, in any event not later than the [—third] a.m., New York City time, three (3) business days following day after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementspecified in such notice, as shall be designated in writing by the UnderwritersUnderwriter. The time and date In addition to the conditions provided for in Section 5(m), payment by the Underwriter for any Additional Securities to be purchased on an Option Closing Date shall be contingent on the payment by the Sponsor to the Trust Account of the following amount at least one business day prior to such payment are hereinafter referred to as the “Option Closing Date”. Certificates : an amount equal to such portion of the gross proceeds from the Private Placement Warrants sold by the Company to the Sponsor on such Option Closing Date as would cause the amount in the Trust Account (after giving effect to the amounts previously deposited in the Trust Account, the payment for such Additional Securities and such Sponsor payment) to equal the Firm Shares product of the number of Securities so far sold hereunder (including such Additional Securities) and the Additional Shares Public Offering Price per Unit. Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriter shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares Underwriter and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Seller shall be made to the Company by the wire transfer of Seller in Federal or other funds immediately available funds to the order of the Company against delivery in New York City of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]November 14, 20102017, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon shall be designated in writingwriting by 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 Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company 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 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as 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 the Additional Shares shall be delivered to you on the Closing Date or the 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 for any Firm Shares and Additional Shares to be sold by the Selling Shareholder shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the such Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.