Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Shareholders to or upon the order of the Company and the Selling Stockholder Shareholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyShareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Shareholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Shareholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Shareholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on June [______________], 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called the "Closing Date"). Delivery of the Securities Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company Shares and the Selling Stockholder to Shareholder Shares, or upon the order of the Company and the Selling Stockholder Shareholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyShareholders. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder Shareholder will pay all applicable state stamp duties and transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities Shares to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Shareholders named in Schedule II hereto will deliver the Option Securities Shares (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New YorkNex Xxxx 00000, on the date specified by the Xxxxxxxxxxxxxxx xx xxx xxxx xxxxxxxxx xx xxx Xxxresentatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Shareholders named in Schedule II hereto. If settlement for the Option Securities Shares occurs after the Closing Date, the Company such Selling Shareholders will deliver to the Representatives on the settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on ______________[ ], 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company Selling Shareholders and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called the "Closing DateCLOSING DATE"). Delivery of the Securities Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder Shareholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and Selling Shareholders at least two Business Days prior to the Selling Stockholder, respectivelyClosing Date. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder Shareholder will pay all applicable state stamp duties and transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities Shares to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, then the Company Selling Shareholders will deliver the Option Securities Shares (at the expense of the Company) to the Representatives, at 388 Greenwich Street745 Seventh Avenue, New York, New YorkYork 10019, on the date specified by the xx xxx Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe xxxxin three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Shareholders at least two Business Days prior to such date. If settlement for the Option Securities Shares occurs after the Closing Date, the Company Selling Shareholders will deliver to the Representatives on the settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third first Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[insert closing date], 20052018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectivelyCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third first Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives through the facilities of the Depository Trust Company on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005, the time specified in Schedule I hereto or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Companywith expenses covered in accordance with Section 5(i)(i)) to the Representatives, at 388 Greenwich Street, New York, New YorkRepresentatives through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20052017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company applicable Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to the accounts specified by the Companyapplicable Selling Stockholders named in Schedule I hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________March 18, 20052015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and the Selling Stockholder and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative through the facilities of The Depository Trust Company, at 388 Greenwich Street, New York, New Yorkunless the Representative shall otherwise instruct, on the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005the time specified in Schedule I hereto, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to the Closing Date) shall be made at 10:00 AMthe offices of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for xxx Xxxerwxxxxr, at Four Times Square, New York, New Xxxx 00000 ("Xxxxxxx Xxxxxxx") xx 00:00 XX, New York City time, on ______________March 15, 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Underwriter shall designate, which date and time may be postponed by agreement among the RepresentativesUnderwriter, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriter shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters Underwriter of the Securities to be purchased by them it from the Selling Stockholder Stockholder, and the respective Underwriters Underwriter will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, Underwriter at 388 Greenwich Street, New York, New YorkSkadden's Offices at 10:00 AM, on the date specified by the Xxxxxxxxxxxxxxx Underwriter (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters), against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company Selling Stockholder hereto by wire transfer payable in same-day funds to the accounts account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives Underwriter on the settlement date for the Option SecuritiesSettlement Date, and the obligation of the Underwriters Underwriter to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20051996, or at such time on such later date (not more later than three Business Days after the foregoing date , 1996) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyfunds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date, and payment for such Securities shall be made at the office of , , New Jersey. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date. The Company and the Selling Stockholders agree to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Stockholder, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Streetone New York Plaza, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe Business Days which shall be within three business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Companyfunds. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent, and payment JPMorgan Chase Bank, as escrow agent (the "Escrow Agent"), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the "Escrow Agreement"), pursuant to which an escrow account will be established, at the Company's expense, for the Underwritten Securities benefit of the Company and the Option Securities Investors (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior "Escrow Account"). Prior to the Closing DateDate (as hereinafter defined), (i) shall each of the Investors will deposit in the Escrow Account an amount equal to the price per Share as shown on the cover page of the Prospectus as hereinafter defined multiplied by the number of Shares to be made at purchased by such Investor, and (ii) the Escrow Agent will notify the Company and the Placement Agent in writing whether the Investors have deposited in the Escrow Account funds in the amount equal to the proceeds of the sale of all of the Shares offered hereby (the "Requisite Funds"). At 10:00 AMa.m., New York City time, on ______________December 6, 2005, 2002 or at such other time on such later date not more than three Business Days after the foregoing other date as the Representatives shall designate, which date and time may be postponed agreed upon by agreement among the Representatives, the Company and the Selling Stockholder or as provided Placement Agent but in Section 9 hereof no event prior to the date on which the Escrow Agent shall have received all of the Requisite Funds (such date and time of delivery and payment for the Securities being herein called is hereinafter referred to as the "Closing Date"). Delivery of , the Securities shall be made Escrow Agent will disburse the Requisite Funds from the Escrow Account to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon Placement Agent as provided in the order of Escrow Agreement and the Company and shall deliver the Selling Stockholder by wire transfer payable in same-day funds Shares to the accounts specified in writing by the Company and the Selling StockholderInvestors, respectively. Delivery of the Underwritten Securities and the Option Securities shall which delivery may be made through the facilities of The the Depository Trust Company unless the Representatives shall otherwise instructCompany. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in closing of the transfer sale of the Shares to the several Underwriters of Investors (the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b"Closing") hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (shall take place at the expense office of the Company) to the RepresentativesStroock & Stroock & Lavan LLP, at 388 Greenwich Street180 Maiden Lane, New York, New York, on York 10038. All actions takxx xx the date specified by the Xxxxxxxxxxxxxxx (xxxxx Cxxxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for xx xxxx xxxxxxxx ximultaneously. Certificates evidencing the respective accounts of Shares shall be in definitive form and shall be registered in such names and in such denominations as the several Underwriters, against payment Placement Agent shall request by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds written notice to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Underwriters shall designate, which date and time may be postponed by agreement among between the RepresentativesUnderwriters, the Company and the Selling Stockholder Stockholders (except in the case of Option Securities) or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Underwriters for the their respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling StockholderStockholders. Xxxxx Xxxxxxxxx hereby directs the Underwriters to pay to the Company $24,631,109.88 of the purchase price for the Securities being sold by him hereunder, respectivelywhich amount represents the aggregate exercise price for his Selling Stockholder Options. Titaho Limited Partnership, RLLLP hereby directs the Underwriters to pay to the Company $22,361,700.15 of the purchase price for the Securities being sold by it hereunder, which amount represents the aggregate exercise price for its Selling Stockholder Options. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriters shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Underwritten Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) in respective amounts to the RepresentativesCitigroup Global Markets Inc., at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, and to Xxxxxx Xxxxxxx & Co. LLC, at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the date specified by the Xxxxxxxxxxxxxxx Underwriters (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________August 9, 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Underwriter shall designate, which date and time may be postponed by agreement among the RepresentativesUnderwriter, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Stockholders, being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified of the Custodian, one account established for the Advance Shares (as defined in writing by the Company Custody Agreement), the second account established for the Goldman Advance Shares (as defined in the form of Custody Agreement entered into among the Custodian, Xxxxxxx, Sachs & Co. and each of Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxx X.X. Xxx, Xxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx) and the Selling Stockholder, respectivelythird account established for Securities other than the Advance Shares and the Goldman Advance Shares. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriter shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters Underwriter of the Securities to be purchased by them it from the Selling Stockholder Stockholders, and the respective Underwriters Underwriter will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders named in Schedule I will deliver the Option Securities (at the expense of the Company) to the RepresentativesUnderwriter, at 388 Greenwich Street000 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Underwriter (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I hereto by wire transfer payable in same-day funds to the accounts specified by of the CompanyCustodian, one account established for the Advance Shares, the second account established for the Goldman Advance Shares and the third account established for Securities other than the Advance Shares and the Goldman Advance Shares. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives Underwriter on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ____________May __, 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Custodian on behalf of the Selling Stockholder Stockholders, respectively, by wire transfer payable in same-day funds to the accounts specified in writing by the Company and an Attorney-in-Fact (as defined in the Custody Agreement) on behalf of the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The the Depository Trust Company unless Company, 55 Nxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxxess the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders, as appropriate, by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20052013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders (or the Option Selling Stockholders, in the case of Option Securities) or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders (or Option Selling Stockholders, in the case of Option Securities) to or upon the order of the Company and Selling Stockholders (or Option Selling Stockholders, in the Selling Stockholder case of Option Securities) by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and Custodian for further distribution to the applicable Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company each Option Selling Stockholder will deliver the Option Securities (at the expense of the CompanyOption Selling Stockholder) the Option Securities set forth opposite such Selling Stockholder’s name on Schedule I hereto or the portion thereof calculated pursuant to the provisions of Section 2(b) in the event that the Underwriters exercise less than their full option to purchase Option Securities, to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to the accounts account specified by the CompanyCustodian for further distribution to the Option Selling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company will such Option Selling Stockholders will, severally and not jointly, deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ____________March __, 20052002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and and, except with respect to the Option Securities, the Selling Stockholder Stockholders, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of pricesof the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-same day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders (as the case may be). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-same day funds to the accounts an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Initial Closing DateDate (as defined below)) shall be made at 10:00 AM, New York City time, on ______________November 14, 20052013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company Company, Valero and the Selling Stockholder Exchange Party or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Initial Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder Exchange Party to or upon the order of the Company and the Selling Stockholder Exchange Party by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyExchange Party. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives Representative shall otherwise instruct. The Selling Stockholder On the Initial Closing Date, Valero will pay all applicable state pay, by wire transfer taxesin immediately available funds to the account or accounts previously specified to Valero by the Representative, if any, involved a commission in the transfer amount of $16,259,576.36 (the “Initial Closing Commission”), which Commission shall be paid to the several Underwriters Representative on behalf of, and for further distribution to, each Underwriter, pro rata in accordance with the amount of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved set forth across such Underwriter’s name in further transfersSchedule I hereto. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Initial Closing Date, the Company Exchange Party will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date (an “Option Securities Closing Date”) specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company Exchange Party by wire transfer payable in same-day funds to the accounts specified by the CompanyExchange Party; provided, however, that settlement for the Option Securities shall be at the same place as, and on the same day as and promptly after, the close of the exchange of the Additional Debt Obligations contemplated by the Exchange Agreement. If settlement for the Option Securities occurs after the Initial Closing Date, the Company Exchange Party will deliver to the Representatives Representative on the settlement date for the Option SecuritiesSecurities Closing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Option Securities Closing Date pursuant to Section 6 hereof. The Initial Closing Date and any Option Securities Closing Date are each sometimes referred to as a “Closing Date.” On each Option Securities Closing Date, Valero will pay, by wire transfer in immediately available funds to the account or accounts previously specified to Valero by the Representative, a commission in an amount equal to $2,438,936.16 multiplied by a fraction, the numerator of which is the number of Option Securities delivered on such Option Securities Closing Date and the denominator of which is 1,966,884 (the result thereof, an “Option Securities Commission” and the aggregate amount of Option Securities Commissions paid, together with the Initial Closing Commission, the “Underwriting Commission”), which Option Securities Commission shall be paid to the Representative on behalf of, and for further distribution to, each Underwriter, pro rata in accordance with the amount of Securities set forth across such Underwriter’s name in Schedule I hereto.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005, the time specified in Schedule I hereto or at such time on such later date not more than three four Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Company Representatives and the Selling Stockholder Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). The date and time at which such delivery and payment are to be made is sometimes referred to herein as the “time of purchase.” Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder Partnership by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectivelyPartnership. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Partnership will deliver the Option Securities (at the expense of the CompanyPartnership) to the Representatives, at 388 Greenwich Streetc/o Merrill Lynch, New YorkPierce, New YorkXxxxxx & Xxxxx Incorporated, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) (any such date being sometimes referred to herein as an “additional time of purchase”) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Partnership by wire transfer payable in same-day funds to the accounts an account specified by the CompanyPartnership. If settlement for the Option Securities occurs after the Closing Date, the Company Partnership will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(ii) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [______________], 20052000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Firm Securities Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and Custodian on behalf of the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyCustodian. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b2(ii) hereof is exercised after the third Business Day prior to the Closing Date, the Company Option Securities Selling Stockholders named in Schedule III and Schedule IV hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Custodian on behalf of the Option Securities Selling Stockholders named in Schedule III and Schedule IV by wire transfer payable in same-day funds to the accounts specified by the CompanyCustodian. If settlement for the Option Securities occurs after the Closing Date, the Company such Option Securities Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________September [19], 20052001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Hynix or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Hynix by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyHynix. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Hynix will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder Hynix and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Hynix will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich StreetXxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on the xx xxe date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Hynix by wire transfer payable in same-day funds to the accounts specified by the CompanyHynix. If settlement for the Option Securities occurs after the Closing Date, the Company Hynix will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten --------------------- Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________May 27, 20051998, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Company EESI and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company EESI and each of the Selling Stockholder Stockholders to or upon the order of the Company EESI and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company EESI and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company EESI will deliver the Option Securities (at the expense of the CompanyEESI) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company EESI by wire transfer payable in same-day funds to the accounts an account specified by the CompanyEESI. If settlement for the Option Securities occurs after the Closing Date, the Company EESI will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and, if any Option Securities are to be delivered and paid for on the Closing Date, the Selling Stockholder or Stockholders or, if applicable, as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price therefor to or upon the order of the Company and, if any Option Securities are to be delivered and paid for on the Closing Date, the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxx xxxxx xx xxxxxx xxxxe three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof therefor to or upon the order of the Company and the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholders (such date and time of delivery and payment for the Option Securities being herein called the "Option Closing Date"). If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option SecuritiesClosing Date, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment Payment for the Underwritten Securities shall be made by the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be no later than noon on the Business Day prior to the date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the third Business Day (as defined below) thereafter, as the Agents and the Option Company may agree in writing). The time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall be made against delivery to the nominee of the depositary specified in Schedule I hereto for the respective accounts of the several Agents of one or more global notes (if the option provided “Global Notes”) representing the Securities, with any stamp or transfer taxes payable in connection with the transfer to purchasers of the Securities duly paid by the Company. The Global Notes will be made available for in Section 2(b) hereof shall have been exercised inspection by the Agents at the office of Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP, 1 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 3:00 p.m. Toronto time, on or before the third Business Day prior to the Closing Date. In return for the Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Supplement (and any Prospectus amendments), in advising on the final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other registered dealers and brokers, and in performing administrative work in connection with the distribution of the Securities, the Company agrees to pay to the Agents at the Closing Date a fee of $4.00 per $1,000 principal amount of the 2021 Notes actually sold and a fee of $5.00 per $1,000 principal amount of the 2041 Notes actually sold. RBC Dominion Securities Inc. and Scotia Capital Inc. shall each be entitled to receive 3% of the aggregate fee paid by the Company in respect of both the 2021 Notes and the 2041 Notes (such aggregate fee, the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and Scotia Capital Inc.) shall be made at 10:00 AM, New York City time, on ______________, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery entitled to receive that proportion of the Securities shall be made remainder of the Fee equal to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable percentage listed opposite its name in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereofSchedule II.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Company, at 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Skadden Offices”) at 10:00 AM, New York City time, on ______________January 24, 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Underwriter shall designate, which date and time may be postponed by agreement among the RepresentativesUnderwriter, the Company and the Selling Stockholder or as provided in Section 9 hereof Stockholders (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the account of the Custodian, one account established for Endo Pharma LLC and a second account established for the other Selling Stockholders, or to such account or accounts specified in writing by as the Selling Stockholders, the Company and the Selling Stockholder, respectivelyUnderwriter may mutually agree. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriter shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters Underwriter of the Securities to be purchased by them it from the Selling Stockholder Stockholders, and the respective Underwriters Underwriter will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders named in Schedule I will deliver the Option Securities (at the expense of the Company) to the Representatives, Underwriter at 388 Greenwich Street, New York, New YorkSkadden’s Offices at 10:00 AM, on the date specified by the Xxxxxxxxxxxxxxx Underwriter (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters), against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I hereto by wire transfer payable in same-day funds to the accounts specified by of the CompanyCustodian, one account established for Endo Pharma LLC and a second account established for the other Selling Stockholders, or to such account or accounts as the Selling Stockholders, the Company and the Underwriter may mutually agree. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives Underwriter on the settlement date for the Option SecuritiesSettlement Date, and the obligation of the Underwriters Underwriter to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the respective accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Underwritten Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to business day immediately preceding the Closing Date) shall be made at 10:00 AMA.M., New York City time, on ______________[ ], 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate2017, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to business day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe Business Days such date and time of delivery and payment for the Securities being herein called the “Optional Closing Date”), which date shall be no earlier than three business days after exercise the date of said optionthe notice provided for in Section 2(b) hereof (unless such notice is delivered two business days prior to the Closing Date, in which case the Option Securities will be delivered on the Closing Date), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________February , 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date")) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street10:00 AM, New York, New YorkYork City time, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMA.M., New York City time, on [______________], 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company Representatives and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule I by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders named in Schedule I hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________August 1, 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholder, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholder, as applicable, by wire transfer payable in same-day funds to the respective accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder Stockholder, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM[10:00] A.M., New York City time, on ______________[ l ], 20052014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the each Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx 00000, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the International Underwritten Securities and the International Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________March 27, 20052002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the International Representatives, the Company U.S. Representatives and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the International Securities being herein called the "Closing Date"). Delivery of the International Securities shall be made to the International Representatives for the respective accounts of the several International Underwriters against payment by the several International Underwriters through the International Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectivelyCompany. Delivery of the International Underwritten Securities and the International Option Securities shall be made through the facilities of The Depository Trust Company unless the International Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the International Option Securities (at the expense of the Company) to the International Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxx Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe be within three Business Days after exercise of said option) for the respective accounts of the several International Underwriters, against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company. If settlement for the International Option Securities occurs after the Closing Date, the Company will deliver to the International Representatives on the settlement date for the International Option Securities, and the obligation of the International Underwriters to purchase the International Option Securities 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 6 hereof. It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the U.S. Underwriting Agreement, and that each settlement date, if any, shall occur simultaneously with the related "settlement date" under the U.S. Underwriting Agreement.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) II.B hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on on____________________, 20051997, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Shareholders or as provided in Section 9 IX hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery Except as provided in the immediately following paragraph, delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Shareholders to or upon the order of the Company and the such Selling Stockholder Shareholders by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectivelyCompany. Delivery of the Underwritten Securities and the Option Securities to be sold by the Company shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in Delivery of the transfer Exercise Securities shall be made to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) Representatives for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives (i) to the Company of the aggregate exercise price of the options described in Schedule VII hereto and (ii) to each of the Exercising Selling Shareholders of the excess, if any, of the aggregate purchase price thereof to or upon the order of the Company Exercise Securities being sold by such Exercising Selling Shareholder over the amount paid with respect to such Exercise Securities pursuant to clause (i) of this sentence, in each case, by wire transfer payable in same-same day funds to the accounts account specified by pursuant to the Companypreceding paragraph. If settlement for Delivery of the Underwritten Securities and the Option Securities occurs after to be sold by the Selling Shareholders shall be made at such location as the Representatives shall reasonably designate at least one Business Day in advance of the Closing Date, the Company will deliver to the Representatives on the settlement date Date and payment for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt ofmade at the office of _____________________________, supplemental opinionsNew York, New York; certificates for such Securities shall be registered in such names and letters confirming in such denominations as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.the

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________July [8], 20052003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified of the Custodian, one account established for the Advance Shares (as defined in writing by the Company Custody Agreement), the second account established for Securities other than the Advance Shares and the Selling Stockholderthird account for the Goldman Advance Shares (as defined in the form of Custody Agreement entered into among the Custodian, respectivelyGxxxxxx, Sachs & Co. and each of Cxxxx X. Xxxxx, Pxxxx X. Xxxxxx, Mxxxxxx X. XxxXxxxxx, Dxxxx A.X. Xxx, M.D. Ph.D, Jxxxxxx X. Xxxxx and Cxxxxxxx X. Xxxxxxx). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder Stockholders, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders named in Schedule II will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II hereto by wire transfer payable in same-day funds to the accounts specified by of the CompanyCustodian, one account established for the Advance Shares, the second account established for Securities other than the Advance Shares and the third account for the Goldman Advance Shares. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities PIES and the Option Securities PIES (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day second business day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________August 5, 20051998, (or at such time on such later date not more later than three Business Days five business days after the foregoing such specified date as the Representatives shall designate, ) which date and time may be postponed by agreement among between the Representatives, the Company Representatives and the Selling Stockholder MediaOne Group or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities PIES being herein called the "Closing Date"). Delivery of the Securities PIES shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder MediaOne Group by wire transfer payable in same-of same day funds to an account specified by MediaOne Group on or before the accounts specified in writing by second business day prior to the Company and the Selling Stockholder, respectivelyClosing Date. Delivery of the Underwritten Securities and the Option Securities PIES shall be made through the facilities of The Depository the Depositary Trust Company Company, unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved Certificates for the PIES shall be registered in such names and in such denominations as the transfer to the several Underwriters Representatives may request not less than two full business days in advance of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfersClosing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day second business day prior to the Closing Date, the Company MediaOne Group will deliver the Option Securities PIES (at the expense of the CompanyMediaOne Group) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives through the facilities of the Depositary Trust Company on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe Business Days which shall be within three business days after exercise of said option) for to the respective accounts of the several Underwriters, Representatives against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company MediaOne Group by wire transfer of funds payable in same-same day funds to the accounts above-mentioned account specified by the CompanyMediaOne Group. If settlement for the Option Securities PIES occurs after the Closing Date, the Company MediaOne Group and AirTouch will deliver to the Representatives on the settlement date for the Option SecuritiesPIES, and the obligation of the Underwriters to purchase the Option Securities PIES 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 6 7 hereof.

Delivery and Payment. Delivery of and payment for the -------------------- Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________March 13, 20052001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company Selling Stockholders and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Stockholder, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the CompanySelling Stockholders) to the RepresentativesRepresentative, at 388 Greenwich StreetXxx Xxxxx Xxxxxx, New YorkXxxxxxxxx, New YorkXxxxxxxx, on the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day second business day prior to the Closing Date) shall be made at 10:00 AM, New York City Eastern time, on __________, 1997, or such later date (not later than __________, 2005, or at such time on such later date not more than three Business Days after the foregoing date 1997) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and the Selling Stockholder payable in same day funds or by wire transfer payable in same-of New York Clearing House bank same day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyfunds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of Testx, Xxrwxxx & Xhibxxxxx, XXP, Boston, Massachusetts. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Selling Stockholder will pay all applicable state transfer taxesCompany agrees to have the Securities available for inspection, if anychecking and packaging by the Representatives in New York, involved in New York, not later than 1:00 PM on the transfer business day prior to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfersClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day second business day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich StreetSeven World Trade Center, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe Business Days which shall be within three business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in same day funds or by wire transfer payable in same-of New York Clearing House bank same day funds to the accounts specified by the Companyfunds. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Underwriters shall designate, which date and time may be postponed by agreement among the RepresentativesUnderwriters, the Company and the Selling Stockholder Principal Mutual or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives Underwriters for the their respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder Principal Mutual to or upon the order of the Company and the Selling Stockholder Principal Mutual by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyAttorney-in-Fact. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Underwriters shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Option Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Underwriters on the date specified by the Xxxxxxxxxxxxxxx Underwriters (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the their respective accounts of the several Underwritersaccounts, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Option Selling Stockholders and the Company, as applicable, by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany or the Attorney-in-Fact. If settlement for the Option Securities occurs after the Closing Date, the Company and the Option Selling Stockholders will deliver to the Representatives Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers .

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20052002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company Selling Stockholders and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Stockholder, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New Yorkthrough The Depository Trust Company, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Shareholders to or upon the order of the Company and the Selling Stockholder Shareholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyShareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Shareholders named in Schedule I hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholders named in Schedule I by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Shareholders named in Schedule I hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Shareholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005the time specified in Schedule I hereto, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMA.M., New York City time, on ______________April 12, 20052017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the respective accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx 00000, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and payment XX Xxxxxx Xxxxx as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the Underwritten Securities benefit of the Company and the Option Securities Investors (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior “Escrow Account”). Prior to the Closing DateDate (as hereinafter defined), (i) shall each of the Investors will deposit in the Escrow Account an amount equal to the price per Share as shown on the cover page of the Prospectus multiplied by the number of Shares to be made at 10:00 AMpurchased by such Investor, and (ii) the Escrow Agent will notify the Company and the Placement Agent in writing whether the Investors have deposited in the Escrow Account funds in the amount equal to the proceeds of the sale of all of the Shares offered hereby (the “Requisite Funds”). At 12:00 p.m., New York City time, on ______________January 16, 2005, 2004 or at such other time on such later date not more than three Business Days after the foregoing other date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold agreed upon by the Company and the Selling Stockholder Placement Agents but in no event prior to or upon the order date on which the Escrow Agent shall have received all of the Requisite Funds and on which any checks for Requisite Funds have been cleared (such date is hereinafter referred to as the “Closing Date”), the Escrow Agent will disburse the Requisite Funds from the Escrow Account to the Company and the Selling Stockholder by wire transfer payable Placement Agents as provided in same-day funds the Escrow Agreement and the Company shall deliver the Shares to the accounts specified in writing by the Company and the Selling StockholderInvestors, respectively. Delivery of the Underwritten Securities and the Option Securities shall which delivery may be made through the facilities of The the Depository Trust Company unless the Representatives shall otherwise instructCompany. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in closing of the transfer sale of the Shares to the several Underwriters Investors (the “Closing”) shall take place at the office of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. All actions taken at the Securities Closing shall be deemed to have occurred simultaneously. Certificates evidencing the Shares shall be purchased in definitive form and shall be registered in such names and in such denominations as the Placement Agents shall request by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior written notice to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at [10:00 AM], New York City time, on ______________[ ], 20052014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Company, on behalf of each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Stockholders and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives at 000 Xxxxxxx Xxxxxx, at 388 Greenwich StreetXxx Xxxx, New YorkXxx Xxxx, New York, 00000 on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005[Closing Date], or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Securityholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being called herein called the "Closing Date"). Delivery of the Underwritten Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Underwritten Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Securityholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Selling Securityholder; if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date, delivery of the Option Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price of the Option Securities to or upon the order of the Company and by wire transfer payable in same-day funds to the Selling Stockholder, respectivelyaccount specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Securityholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Underwritten Securities to be purchased by them from the Selling Stockholder Securityholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities ADSs and the Option Securities ADSs (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[●], 20052020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities Offered ADSs being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyCompany. Delivery of the Underwritten Securities and the Option Securities Offered ADSs shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in For the transfer to the several Underwriters purposes only of the Securities delivery of the Underwritten ADSs, the parties agree that where an Underwriter has an obligation to be purchased by them from on-transfer an Underwritten ADS to another party, that Underwriter receives delivery of and holds such Underwritten ADSs as bare trustee for the Selling Stockholder and the respective Underwriters will pay any additional stock person they are obliged to transfer taxes involved in further transfersthose Underwritten ADSs to. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within two Business Days after exercise of said option) ), certificates for the Option ADSs in such names and denominations as the Representatives shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Companyfunds. If settlement for the Option Securities ADSs occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option SecuritiesADSs, and the obligation of the Underwriters to purchase the Option Securities ADSs 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 6 hereof. The ADRs evidencing the Offered ADSs shall be registered in such names and in such denominations as the Representatives may request not less than one full business day prior to the applicable Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(ii) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________April 18, 20052007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Stockholder, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b2(ii) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at Securities, through the expense facilities of The Depository Trust Company unless the Company) to the RepresentativesRepresentatives shall otherwise instruct, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment The Company will deliver the Underwriters' Debt Securities to you for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters at the place specified in the Purchase Agreement, against payment of the purchase price by certified or bank cashier's check in same day or New York Clearing House funds (as agreed to by the several Underwriters through parties and specified in the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder Purchase Agreement) drawn to or upon the order of the Company Company, at the time set forth in this Agreement or at such other time not later than seven full business days thereafter as you and the Selling Stockholder by wire transfer payable Company determine, such time being herein referred to as the "time of purchase." Unless otherwise provided for in same-the Purchase Agreement, the Underwriters' Debt Securities so to be delivered will be in definitive fully registered form registered in such authorized denominations and in such names as you request in writing not later than 10:00 A.M.,* on the third business day funds prior to the accounts time of purchase, or, if no such request is received, in the names of the respective Underwriters in the amounts agreed to be purchased by them pursuant to this Agreement. For the purpose of expediting the checking of the Under- * Times mentioned herein are New York City Time. writers' Debt Securities, the Company agrees to make the Underwriters' Debt Securities available to you (at the place specified in writing by the Purchase Agreement) in definitive form not later than 10:00 A.M. on the first business day preceding the time of purchase.* If any Purchase Agreement provides for sales of Purchased Debt Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Contract Debt Securities pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (the "Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies, and educational and charitable institutions. At the Selling Stockholdertime of purchase the Company will pay you as compensation, respectively. Delivery for the accounts of the Underwritten Securities Underwriters, the compensation set forth in such Purchase Agreement in respect of the principal amount of Contract Debt Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Option Contract Debt Securities shall be made through deducted from the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Purchased Debt Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through and the Representatives aggregate principal amount of the purchase price thereof Purchased Debt Securities to or upon the order of the Company be purchased by wire transfer payable each Underwriter shall be reduced pro rata in same-day funds proportion to the accounts specified by principal amount of Purchased Debt Securities set forth opposite each Underwriter's name in such Purchase Agreement, except to the extent that you determine that such reduction shall be otherwise allocated and so advise the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(c) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________May 17, 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder (in the case of Underwritten Stockholder Securities or Option Securities) and Citibank, N.A. (in the case of Underwritten Hedge Securities) or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Purchased Securities being herein called the "Closing Date"). Delivery of the Underwritten Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Underwritten Securities being sold by the Company and the Selling Stockholder and Citibank, N.A., to or upon the order of the Company and the Selling Stockholder and Citibank, N.A. by wire transfer payable in same-day funds to the accounts specified in writing by the Company Selling Stockholder and the Selling StockholderCitibank, respectively. N.A. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Underwritten Hedge Securities from Citibank, N.A. and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b2(c) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the CompanySelling Stockholder) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the thx Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe xxxee Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________December 14, 20052010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Buck Holdings, L.P. will deliver the Option Securities (at the expense of the Companyits expense) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Buck Holdings, L.P. by wire transfer payable in same-day funds to the accounts specified by the Company. Buck Holdings, L.P. If settlement for the Option Securities occurs after the Closing Date, the Company Buck Holdings, L.P. will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________November 21, 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof, except that no opinions will be required to be delivered pursuant to Sections 6(d) or 6(e).

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005[Closing Date], or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Securityholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being called herein called the "Closing Date"). Delivery of the Underwritten Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Underwritten Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Securityholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Selling Securityholder; if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date, delivery of the Option Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price of the Option Securities to or upon the order of the Company and by wire transfer payable in same-day funds to the Selling Stockholder, respectivelyaccount specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Securityholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Underwritten Securities to be purchased by them from the Selling Stockholder Securityholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (Firm Shares, and, if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) , the Option Shares, shall be made at 10:00 AM, New York City time, on ______________December 10, 20052010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, 18 which date and time may be postponed by agreement among the Representatives, the Company Selling Stockholders and the Selling Stockholder Company or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities Shares being herein called the "“Closing Date"”). Delivery of the Securities Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the each Selling Stockholder or the Custodian, as applicable, by wire transfer payable in same-day funds to the accounts specified in writing by each Selling Stockholder or the Company Custodian, as applicable. Time shall be of the essence, and delivery at the Selling Stockholder, respectivelytime and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Delivery of the Underwritten Securities and the Option Securities Firm Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder options granted in Section 3(b) will pay all applicable state transfer taxes, if any, involved expire 30 days after the date of this Agreement and may be exercised in the transfer whole or from time to time in part by written notice being given to the several Underwriters Company and the Sponsor Sellers by the Representatives; provided, that if such date falls on a day that is not a business day, the options granted in Section 3(b) will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representatives, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the options shall have been exercised (provided that such requirement shall not apply to the exercise of the Securities options prior to be purchased by them from the Selling Stockholder and Closing Date) nor later than the respective Underwriters will pay any additional stock transfer taxes involved in further transfersfifth business day after the date on which the options shall have been exercised. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver delivery of the Option Securities (Shares by the Sponsor Sellers and payment for the Option Shares by the several Underwriters through the Representatives shall be made at the expense of the Company) to the Representatives, at 388 Greenwich Street10:00 A.M., New York, New YorkYork City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise Representatives, the Company and the Sponsor Sellers. Delivery of said option) the Option Shares shall be made to the Representatives for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Sponsor Sellers by wire transfer payable in same-day funds to the accounts specified by the CompanySponsor Sellers. If settlement for Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Delivery of the Option Securities occurs after Shares shall be made through the Closing Date, the facilities of The Depository Trust Company will deliver to unless the Representatives on the settlement date for the Option Securities, and the shall otherwise instruct. The obligation of the Underwriters to purchase the Option Securities Shares 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 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) Warrants shall be made at 10:00 AM9:00 a.m., New York City time, on ______________June 27, 20052022, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities Shares shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof of the Securities to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company. If settlement Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Company shall physically deliver, or cause to be delivered, the Warrants to the purchasers thereof, in accordance with the Representative’s instructions, on the Closing Date. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Pre-Funded Warrants and accompanying Share Warrants in the public offering to make payment for the Option Securities occurs after Pre-Funded Warrants and Share Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $0.9999 per Pre-Funded Warrant and accompanying Share Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants and Share Warrants, and the Company shall deliver such Pre-Funded Warrants and Share Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants and Share Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Pre-Funded Warrants and Share Warrants, the Company shall promptly (but in no event later than the Closing Date), pay $0.07 per such Pre-Funded Warrant and accompanying Share Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any purchaser of the Pre-Funded Warrants in the public offering fails to make payment to the Company for all or part of the Pre-Funded Warrants on the Closing Date, the Company will deliver Representative may elect, by written notice to the Representatives on Company, to receive shares of Common Stock and Share Warrants at the settlement date for the Option Securities, and the obligation Share Purchase Price in lieu of all or a portion of such Pre-Funded Warrants to be delivered to the Underwriters to purchase the Option Securities 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 6 hereofunder this Agreement.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall 12 -12- be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof. The documents required to be delivered by this Section 3 and by Section 6 shall be delivered at the office of Counsel for the Underwriters at 80 Pxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[—], 20052014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________September 21, 20052007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street300 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005[ ], or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholder, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholder, as applicable, by wire transfer payable in same-day funds to the respective accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder Stockholder, and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (Firm Shares, and, if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) , the Option Shares, shall be made at 10:00 AM, New York City time, on ______________, 20052011, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company Selling Stockholders and the Selling Stockholder Company or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities Shares being herein called the "“Closing Date"”). Delivery of the Securities Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the each Selling Stockholder or the Custodian, as applicable, by wire transfer payable in same-day funds to the accounts specified in writing by each Selling Stockholder or the Company Custodian, as applicable. Time shall be of the essence, and delivery at the Selling Stockholder, respectivelytime and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Delivery of the Underwritten Securities and the Option Securities Firm Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder options granted in Section 3(b) will pay all applicable state transfer taxes, if any, involved expire 30 days after the date of this Agreement and may be exercised in the transfer whole or from time to time in part by written notice being given to the several Underwriters Company and the Sponsor Sellers by the Representatives; provided, that if such date falls on a day that is not a business day, the options granted in Section 3(b) will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Option Shares as to which the options are being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representatives, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the options shall have been exercised (provided that such requirement shall not apply to the exercise of the Securities options prior to be purchased by them from the Selling Stockholder and Closing Date) nor later than the respective Underwriters will pay any additional stock transfer taxes involved in further transfersfifth business day after the date on which the options shall have been exercised. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver delivery of the Option Securities (Shares by the Sponsor Sellers and payment for the Option Shares by the several Underwriters through the Representatives shall be made at the expense of the Company) to the Representatives, at 388 Greenwich Street10:00 A.M., New York, New YorkYork City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise Representatives, the Company and the Sponsor Sellers. Delivery of said option) the Option Shares shall be made to the Representatives for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Sponsor Sellers by wire transfer payable in same-day funds to the accounts specified by the CompanySponsor Sellers. If settlement for Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Delivery of the Option Securities occurs after Shares shall be made through the Closing Date, the facilities of The Depository Trust Company will deliver to unless the Representatives on the settlement date for the Option Securities, and the shall otherwise instruct. The obligation of the Underwriters to purchase the Option Securities Shares 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 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the CompanySelling Stockholder) to the Representatives, at Salomon Smith Barney Inc., 388 Greenwich Street, New York, New York, on xxx xxxx xxxxixxxx xy the date specified by the Xxxxxxxxxxxxxxx Rxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe xxxxx Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________March 18, 20052016, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and the Selling Stockholder and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative through the facilities of The Depository Trust Company, at 388 Greenwich Street, New York, New Yorkunless the Representative shall otherwise instruct, on the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich StreetXxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on the xx xxx date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof therefor to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________May [·], 20052018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and the Selling Stockholder, respectivelyCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment Payment for the Underwritten Securities shall be made by the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be no later than noon on the Business Day prior to the date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the third Business Day (as defined below) thereafter, as the Agents and the Option Company may agree in writing). The time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall be made against delivery to the nominee of the depositary specified in Schedule I hereto for the respective accounts of the several Agents of one or more global notes (if the option provided “Global Notes”) representing the Securities, with any stamp or transfer taxes payable in connection with the transfer to purchasers of the Securities duly paid by the Company. The Global Notes will be made available for in Section 2(b) hereof shall have been exercised inspection by the Agents at the office of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 3:00 p.m. Toronto time, on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM. In return for the Agents’ services in acting as financial advisors to the Company, New York City timein assisting in the preparation of the Supplement (and any Prospectus amendments), in advising on ______________the final terms and conditions of the Securities, 2005participating in and managing the sale of the Securities, or at such time on such later date not more than three Business Days after in distributing the foregoing date as Securities, both directly and to other registered dealers and brokers, and in performing administrative work in connection with the Representatives shall designate, which date and time may be postponed by agreement among distribution of the RepresentativesSecurities, the Company and agrees to pay to the Selling Stockholder or as provided in Section 9 hereof (such date and time Agents at the Closing Date a fee of delivery and payment for the Securities being herein called the "Closing Date"). Delivery $3.50 per $1,000 principal amount of the Securities 2017 Notes actually sold and a fee of $4.00 per $1,000 principal amount of the 2022 Notes actually sold. Each Agent shall be made entitled to the Representatives for the respective accounts receive that proportion of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold fee paid by the Company in respect of both the 2017 Notes and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds 2022 Notes equal to the accounts specified percentage listed opposite its name in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereofSchedule II.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[·] [·], 20052017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the each Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, unless otherwise agreed by the Company Company, the Selling Stockholders and the Representatives, the Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price prices thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[·], 20052009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the CompanySelling Stockholders) to the Representatives, at 388 Greenwich Street[·], New York, New York, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof. The Company hereby confirms its engagement of X.X. Xxxxxx Securities Inc., and X.X. Xxxxxx Securities Inc. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Securities. X.X. Xxxxxx Securities Inc., in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Independent Underwriter.” In compliance with NASD Rule 2720 requirements, the Independent Underwriter has participated in the preparation of the Registration Statement and the Prospectus and has exercised the usual standards of due diligence with respect thereto.

Delivery and Payment. Delivery of and payment for the Underwritten --------------------- Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on _____________________, 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20051998, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders named in Schedule H hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts an account specified by the CompanyCompany and the Selling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________August 23, 20052013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and the Selling Stockholder Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Shareholders to or upon the order of the Company and each of the Selling Stockholder Shareholders, as the case may be, by wire transfer payable in same-day funds to the accounts specified in writing by the Company and each of the Selling StockholderShareholders, respectivelyas the case may be. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Each Selling Stockholder Shareholder will pay all applicable state stock transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[●], 20052017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and or on behalf of the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx 00000, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by or on behalf of the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities ADSs and the Option Securities ADSs (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005[●], or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the "“Closing Date"”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities Offered ADSs being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof 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 Offered ADSs shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. For the purposes only of the delivery of the Underwritten ADSs, the parties agree that where an Underwriter has an obligation to on-transfer an Underwritten ADS to another party, that Underwriter receives delivery of and holds such Underwritten ADSs as bare trustee for the person they are obliged to transfer those Underwritten ADSs to. If the option provided for in Section 2(b) hereof is exercised after the second Business Day immediately preceding the Closing Date, the Company will deliver (at the expense of the Company) to the Representative, at 800 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, on the date specified by the Representative (which shall be within two Business Days after exercise of said option), certificates for the Option ADSs in such names and denominations as the Representative shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds. If settlement for the Option Securities ADSs occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option SecuritiesADSs, and the obligation of the Underwriters to purchase the Option Securities ADSs 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 6 hereof. The ADRs evidencing the Offered ADSs shall be registered in such names and in such denominations as the Representative may request not less than one full business day prior to the applicable Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20052008, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) through the facilities of The Depository Trust Company, unless the Representatives shall otherwise instruct, for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMA.M., New York City time, on ______________June 25, 20052014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the each Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx 00000, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made on November 6, 2013 at 10:00 AM, a.m. New York City time, on ______________at Xxxxx Xxxx & Xxxxxxxx LLP, 2005000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and paid to the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, Representatives and the Company and the Selling Stockholder Shareholder or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order orders of the Company and the Selling Stockholder Shareholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyShareholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Shareholder will deliver the Option Securities (at the expense of the CompanySelling Shareholder) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Shareholder by wire transfer payable in same-day funds to the accounts an account specified by the CompanySelling Shareholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Shareholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and or letters delivered on the Closing Date pursuant to Section 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM10:00AM, New York City time, on ______________, 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20051999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the CompanyCompany and the Selling Stockholders) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives Representa- tives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of to the Purchasers, and payment for for, the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) Senior Notes shall be made at 10:00 AM, 9:00 a.m. New York City time, on ______________April 29, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof 1999 (such date and time of delivery and payment for the Securities being herein called the "Closing Date"), at the offices of DLJ, or such other time or place as you and the Company shall designate. Delivery The Senior Notes in global or definitive form shall be registered in such names and issued in such denominations as you shall request. Each of Salomon, Chase and TD Securities hereby appoints as attorney-in-fact to act on their behalf UIH Funding and authorizes UIH Funding to purchase the Senior Notes from the Company on their behalf in accordance with this paragraph pro rata in accordance with Schedule C attached hereto. Upon receipt of the Securities shall be made Purchase Price plus an amount equal to the Representatives for accrual of original issue discount on the respective accounts Notes from the Issue Date to and including the date of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxesreimbursement, if any, involved in the transfer to the several Underwriters from each of the Securities to be purchased by them from the Selling Stockholder Salomon, Chase and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing DateTD Sexxxxxxxs, the Company UIH Funding will deliver the Option Senior Notes that it purchased on behalf of each of Salomon, Chase and TD Securities (respectively to separate respective accounts at DLJ in their respective names. If UIH Funding has not received the expense Purchase Price from any such Purchaser by 2:00 p.m. New York Time on April 30, 1999, the Senior Notes to which such Purchaser would otherwise be entitled pursuant to this Agreement shall revert to UIH Funding without, notwithstanding any other provision contained herein or in the Fee Letter, any liability or continuing obligation pursuant to this Agreement or the Fee Letter on the part of such Purchaser to any other party to this Agreement or the Fee Letter. The Senior Notes shall be delivered to UIH Funding, who shall hold such Senior Notes on behalf of the Company) to the RepresentativesPurchasers as custodian, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereofwith any transfer taxes payable upon initial issuance thereof duly paid by the Company, against payment of the Purchase Price by wire-transfer. Each of the Purchasers agrees that all Exempt Resales undertaken by each Purchaser will be conducted by their respective or their respective affiliate's sales departments, but that all Exempt Resales shall only take place on the terms as set forth in the Fee Letter.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM[·] [a/p].m., New York City time, on ______________[·], 20052014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________May , 20052006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xx., New YorkXxx Xxxx, New York, Xxx Xxxx on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts account specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery Stockholders of the Securities shall be made Firm Shares to the Representatives for the respective accounts of the several Underwriters Underwriters, and payment of the purchase price by wire transfer payable in New York Clearing House (same day) funds drawn to the order of the Company for the shares purchased from the Company and to the Selling Stockholders for the shares purchased from the Selling Stockholders, against payment by the several Underwriters through the Representatives delivery of the respective aggregate purchase prices certificates therefor to the Representatives, shall take place at the offices of CIBC World Markets Corp., Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on the Securities being sold third business day following the date of this Agreement, or at such time on such other date, not later than 10 business days after the date of this Agreement, as shall be agreed upon by the Company and the Selling Stockholder to or upon Representatives (such time and date of delivery and payment are called the order of "Firm Shares Closing Date"). In the Company and event the Selling Stockholder by wire transfer payable in same-day funds option with respect to the accounts specified Option Shares is exercised in writing whole or in part on one or more occasions, delivery by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless Shares to the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against Underwriters and payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company in immediately available funds by wire transfer payable in same-day New York Clearing House (same day) funds to the accounts Company shall take place at the offices of CIBC World Markets Corp. specified by above at the Companytime and on the date (which may be the same date as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 1(b) (such time and date of delivery and payment are called the "Option Shares Closing Date"). If settlement for The Firm Shares Closing Date and the Option Securities occurs after the Shares Closing Date are called, individually, a "Closing Date" and, together, the Company will deliver "Closing Dates." Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section l(b) and shall be made available to the Representatives for checking and packaging, at such place as is designated by the Representatives, on the settlement date for full business day before the Firm Shares Closing Date (or the Option Securities, and Shares Closing Date in the obligation case of the Underwriters to purchase the Option Securities 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 6 hereofShares).

Delivery and Payment. Delivery of and payment Payment for the Underwritten Securities shall be made by the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be no later than noon on the Business Day prior to the date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the third Business Day (as defined below) thereafter, as the Agents and the Option Company may agree in writing). The time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall be made against delivery to the nominee of the depositary specified in Schedule I hereto for the respective accounts of the several Agents of one or more global notes (if the option provided “Global Notes”) representing the Securities, with any stamp or transfer taxes payable in connection with the transfer to purchasers of the Securities duly paid by the Company. The Global Notes will be made available for in Section 2(b) hereof shall have been exercised inspection by the Agents at the office of Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP, 1 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 3:00 p.m. Toronto time, on or before the third Business Day prior to the Closing Date. In return for the Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Preliminary Supplement and the Final Supplement (and any Prospectus amendments), in advising on the final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other registered dealers and brokers, and in performing administrative work in connection with the distribution of the Securities, the Company agrees to pay to the Agents at the Closing Date a fee of $5.00 per $1,000 principal amount of the Securities actually sold. RBC Dominion Securities Inc. and TD Securities Inc. shall each be entitled to receive 3% of the aggregate fee paid by the Company (such aggregate fee, the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and TD Securities Inc.) shall be made at 10:00 AM, New York City time, on ______________, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery entitled to receive that proportion of the Securities shall be made remainder of the Fee equal to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable percentage listed opposite its name in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereofSchedule II.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on _______________, 20051997, or at such time on such later date (not more later than three Business Days after the foregoing date ______________, 1997) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-of same day funds to the accounts specified in writing designated by the Company and the Selling Stockholder, respectivelyeach of them. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of ________________. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date. The Company and the Selling Stockholders agree to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich StreetOne New York Plaza, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe Business Days which shall be within three business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder identified in Schedule III by wire transfer payable in same-of same day funds to the accounts specified an account designated by the Companyeach of them. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________September 12, 20052012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and the Selling Stockholder Shareholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Shareholders to or upon the order of the Company and each of the Selling Stockholder Shareholders, as the case may be, by wire transfer payable in same-day funds to the accounts specified in writing by the Company and each of the Selling StockholderShareholders, respectivelyas the case may be. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Each Selling Stockholder Shareholder will pay all applicable state stock transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005, the time specified in Schedule I hereto (or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate), which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 8 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, Representatives on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 5 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Company Representatives and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder price thereof to or upon the order of the Company and each of the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the such Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, each of the Company Option Stockholders will deliver the its respective Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company applicable Option Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the Companysuch Option Stockholder. If settlement for the Option Securities occurs after the Closing Date, each of the Company Option Stockholders will deliver to the Representatives on the settlement date for the its respective Option Securities, and the obligation of the Underwriters to purchase the such Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________February , 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date")) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to price thereof or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street10:00 AM, New York, New YorkYork City time, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20052016, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the applicable Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the applicable Selling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM9:00 a.m., New York City time, on ______________[●], 20052021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder price thereof by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and to the Selling Stockholder, respectivelyTrust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes(a) Payment for the Underwritten Securities shall be made as follows: $198,154,000 of the net proceeds for the Underwritten Securities shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants (the “Private Placement Portion”) 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 to the Representative of the Underwritten Securities through the facilities of DTC or, if anythe Representative has otherwise instructed, involved upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security shall be deposited in the transfer Trust Account pursuant to the several Underwriters terms of the Trust Agreement upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be purchased registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by them from the Selling Stockholder and Representative for all the respective Underwriters will pay any additional stock transfer taxes involved in further transfersOption Securities. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 388 Greenwich Street00 Xxxx 00xx Xxxxxx, New YorkXxx 00, New YorkXxx Xxxx, Xxx Xxxx 00000, on the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be at least three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable Trust Account as described above in same-day funds to the accounts specified by the Companythis Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at [10:00 AM], New York City time, on ______________July [—], 20052009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company Selling Shareholders and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Underwriting Agreement the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Shareholders to or upon the order of the Company and the Selling Stockholder Shareholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyShareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder Shareholder will pay all applicable state stamp duties and transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company and the Selling Shareholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) certificates for the Option Securities in such names and denominations as the Representatives shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Shareholders named in Schedule II hereto by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Shareholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Shareholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof. The ADR certificates evidencing the Underwritten Securities and Option Securities shall be registered in such names and in such denominations as the Representatives may request not less than one full business day prior to the applicable Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, on the one hand, and the Company and the Selling Stockholder Stockholder, as applicable, on the other hand, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholder, as applicable, by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectivelyas applicable. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the --------------------- Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on ______________, 2005, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentatives [, the Company Selling Stockholders] and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the [respective aggregate aggregate] purchase prices price[s] [thereof] [of the Securities being sold by the Company and each of the Selling Stockholder Stockholders] to or upon the order of the Company [and the Selling Stockholder Stockholders] by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company [and the Selling Stockholder, respectivelyStockholders]. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company [and the Selling Stockholders] will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company [and the Selling Stockholders] by wire transfer payable in same-day funds to the accounts an account specified by the CompanyCompany [and the Selling Stockholders]. If settlement for the Option Securities occurs after the Closing Date, the Company [and the Selling Stockholders] will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ___________April ___, 20052000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Delivery of the Securities shall be made at such location as Xxxxxxx Xxxxx Xxxxxx shall reasonably designate at least one Business Day in advance of the Closing Date. Certificates for the Securities shall be registered in such names and in such denominations as Xxxxxxx Xxxxx Barney may request not less than two Business Days in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholders named in Schedule II hereto will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholders named in Schedule II by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholders named in Schedule II hereto. If settlement for the Option Securities occurs after the Closing Date, the Company and such Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on ______________January 25, 20052012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, the Company and the Selling Stockholder Stockholders, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company Selling Stockholders named in Schedule I hereto will deliver in accordance with Schedule I hereto the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, on xx the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholders by wire transfer payable in same-day funds to the accounts an account specified by the CompanySelling Stockholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the International Underwritten Securities and Shares, the International Underwritten Notes, the International Option Securities Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) and the International Option Notes (if the option provided for in Section 2(d) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ____________ ___, 20051998, or at such time on such later date not more than three Business Days after the foregoing date as the International Representatives shall designate, which date and time may be postponed 15 16 by agreement among the International Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the International Securities being herein called the "Closing Date"). Delivery of the International Securities shall be made to the International Representatives for the respective accounts of the several International Underwriters against payment by the several International Underwriters through the International Representatives of (i) $___________ by wire transfer payable in same-day funds to an account of the Korea Development Bank specified by the Company and (ii) the balance of the respective aggregate purchase prices of the International Securities being sold by the Company and each of the Selling Stockholder Stockholders to or upon the order of the Company and each of the Selling Stockholder Stockholders by wire transfer payable in same-day funds to the accounts specified in writing by the Company and each of the Selling Stockholder, respectivelyStockholders or by such other method as shall be agreed upon by the International Representatives and the Company and such Selling Stockholders. Delivery of the Underwritten Securities and the Option International Securities shall be made through the facilities of The the Depository Trust Company unless the International Representatives shall otherwise instruct. The It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the U.S. Underwriting Agreement. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several International Underwriters of the Securities International Shares to be purchased by them from the such Selling Stockholder Stockholders and the respective International Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) and/or Section 2(d) hereof is exercised on or after the third second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the International Representatives, at 388 Greenwich Street, New York, New York, on the date date(s) specified by the Xxxxxxxxxxxxxxx International Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for option(s)), the respective accounts of the several Underwriters, International Option Shares and/or International Option Notes against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the accounts an account specified by the Company or by such other method as shall be agreed upon by the International Representatives and the Company. Delivery of the International Option Shares and/or International Option Notes shall be made through the facilities of the Depositary Trust Company unless the International Representatives shall otherwise instruct. If settlement for the International Option Securities Shares and/or International Option Notes occurs after the Closing Date, the Company will deliver to the International Representatives on the settlement date for the Option Securitiesdate(s), and the obligation of the International Underwriters to purchase the International Option Securities Shares and/or International Option Notes, as the case may be, shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date date(s) the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________, 20052004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among between the Representatives, on the one hand, and the Company and the Selling Stockholder Stockholder, as applicable, on the other hand, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholder, as applicable, by wire transfer payable in same-day funds to the accounts an account specified in writing by the Company and the Selling Stockholder, respectivelyas applicable. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street000 Xxxx Xxxxxx, New York0xx Xxxxx, New YorkXxx Xxxx, Xxx Xxxx, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts an account specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________November 21, 20052012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement among the RepresentativesRepresentative, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "“Closing Date"”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option options provided for in Section 2(b) hereof is are exercised after the third Business Day prior to the Closing Date, the Company and the Selling Stockholder, severally and not jointly, will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 388 Greenwich Street0 Xxxxxxx Xxxxxx, New York00xx Xxxxx, New YorkXxxxxx, Xxxxxxxxxxxxx, on the date specified by the Xxxxxxxxxxxxxxx Representative (xxxxx xxxxx xx xxxxxx xxxxe which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the respective purchase price prices thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the CompanyCompany and the Selling Stockholder, respectively. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder, severally and not jointly, will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day second business day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________[ ], 20051996, or at such time on such later date (not more later than three Business Days after the foregoing date [ ], 1996) as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices price of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholder, by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectivelyof immediately available funds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and the closing of the sale of the Underwritten Securities shall occur at the offices of Sidley & Austin, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Company and the Selling Stockholder agree to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day second business day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the CompanySelling Stockholder) to the Representatives, at 388 Greenwich Street, New York, New Yorksuch location as the Representatives shall reasonably designate, on the date specified by the Xxxxxxxxxxxxxxx Representatives (xxxxx xxxxx xx xxxxxx xxxxe Business Days which shall be within three business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof therefore to or upon the order of the Company Selling Stockholder by wire transfer payable in same-day funds to the accounts specified by the Companyof immediately available funds. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereofhereof and all references in this Agreement to "Closing Date" shall be deemed to be a reference to such settlement date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on ______________February 13, 20052002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to the accounts specified in writing by the Company and the Selling Stockholder, respectively. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Xxxxxxxxxxxxxxx (xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company Selling Stockholder by wire transfer payable in same-same day funds to the accounts specified by the CompanySelling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities 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 6 hereof.