Common use of Payment and Delivery Clause in Contracts

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

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20211997, or at such other time on the same or such other date, not later than [●]_________, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●[ ], 20212011, or at such other time on the same or such other date, not later than [●[ ], 20212011, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●[ ], 20212011, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]May 28, 20212010, or at such other time on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]July 7, 20212010, as shall be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Stockholder shall be made to the Company Selling Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on [●December [ ], 2021, or at such other time on the same or such other date, not later than [●], 2021, as shall be designated in writing by the Representatives2004. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company Selling Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on the date specified in the corresponding notice described in Section 2 3 hereof or at such other time on the same or on such other date, in any event not later than [●December [ ], 20212004, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●____________], 202120[__], or at such other time on the same or such other date, not later than [●_________], 202120[__], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●_______], 202120[__], as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]December ___, 20212002, or at such other time on the same or such other date, not later than [●]December ___, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]January __, 20212003, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by , unless the Underwriters Representatives shall be reduced by (i) otherwise instruct, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City Chicago against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.9:00 A.M., New York City Chicago time, on [●]__________, 20211997, or at such other time on the same or such other date, not later than [●]_____________, 20211997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for any Additional Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in Chicago against delivery of such Additional Shares for the respective accounts of the several Underwriters at 9:00 A.M., Chicago time, on the date specified in the notice described in Section 3 or on such other date, in any event not later than, ______________, 1997, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares " Certificates for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company and the Selling Shareholders in Federal or other funds immediately available in New York City to an account designated by the Company for the Firm Shares to be sold by it, and to an account designated by the Custodian for the Firm Shares to be sold by the Selling Shareholders, in each case against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 20212006, or at such other time on the same or such other date, not later than [●], 20212006, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City to an account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212006, as shall be designated in writing by the RepresentativesRepresentative. The ADRs evidencing the American Depositary Shares representing the Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The ADRs evidencing the American Depositary Shares representing the Firm Shares and Additional Shares shall be delivered to the Representatives Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares or the corresponding American Depositary Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City Chicago, Illinois, against delivery of such the Firm Shares for the respective accounts of the several Underwriters at 10:00 the office of Sidley & Austin, One First National Plaza, Chicago, Illinois 60603 at 9:00 a.m., New York City timelxxxx xxxx, on [●]xx Xxxxx 00, 20210000, or at such other time xx xx xxxx xxxxx xxxx on the same or such other date, not later than [●]March 24, 20211998, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City Chicago, Illinois against delivery of such the Additional Shares for the respective accounts of the several U.S. Underwriters at 10:00 the office of Sidley & Austin at 9:00 a.m., New York City local time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same 3 or on such other date, in any event not later than [●]April 24, 20211998, as shall be designated in writing by the U.S. Representatives, on behalf of the U.S. Underwriters. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 2021, 2004,1 or at such other time on the same or such other date, not later than [●], 2021, 2004,2 as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021, 2004,3 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the Representatives"Option Closing Date." Insert date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time, 4 business days after date of Underwriting Agreement. Insert date 5 business days after the date inserted in accordance with note 2 above. Insert date 10 business days after the expiration of the green shoe option. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts case of the several Underwriters Underwritten Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 a.m., New York City time, on [●]March 4, 20212015, or at such other time or place on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall be designated the Representatives and the Company may agree upon in writing writing, or, in the case of the Option Securities, on the date and at the time and place specified by the RepresentativesRepresentatives in the written notice of the Initial Purchasers’ election to purchase such Option Securities. The time and date of such payment are hereinafter for the Underwritten Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for any Additional Shares shall the Securities to be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives purchased on the Closing Date or an Option the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters. The Purchase Price payable by Initial Purchasers of the Underwriters shall Securities to be reduced by purchased on such date of one or more global notes representing the Securities (i) collectively, the “Global Note”), with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer sale of such Securities duly paid by the Shares Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxxx Xxxxxxx & Co. LLC set forth above not later than 1:00 p.m., New York City time, on the business day prior to the Underwriters and (ii) any withholding required by lawClosing Date or the Additional Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●[ ], 2021, or at such other time on the same or such other date, not later than [●[ ], 2021, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 2021, 2002 as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Additional Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and the or applicable Option Additional Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option applicable Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company Issuers in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]August 12, 20211999, or at such other time on the same or such other date, not later than [●]August 19, 20211999, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares Securities shall be made to the Company Issuers in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]September 23, 20211999, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." 10 Certificates for the Firm Shares Securities and Additional Shares Securities shall be in definitive form or Global form, as specified by you and as required under the terms of the Indenture, and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and Additional Shares Securities shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and (ii) any withholding required by law.delivery..

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [●]March 14, 20212014, or at such other time on the same or such other date, not later than [●], 202110 business days after the Closing Date, as shall be designated in writing by the RepresentativesDeutsche Bank. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]April 10, 20212014, as shall be designated in writing by Deutsche Bank. The time and date of any such payment for Additional Shares are herein referred to as the Representatives. “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the Representatives facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [●[ ], 20212015, or at such other time on the same or such other date, not later than [●[ ], 20212015, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●[ ], 20212015, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters Underwriters, shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]December 17, 20212013, or at such other time on the same or such other date, not later than [●]December 24, 20212013, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]January 23, 20212014, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at [10:00 a.m.a.m], New York City time, on [●]October ____, 2021, or at such other time on the same or such other date, not later than [●]October ____, 2021, as shall be designated in writing by the RepresentativesX. Xxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at [10:00 a.m.a.m], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●________], 2021, as shall be designated in writing by the RepresentativesX. Xxxxx. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as the Representatives X. Xxxxx shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Additional Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to the Representatives X. Xxxxx on the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Notes to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

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

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City Chicago, Illinois against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.9:00 A.M., New York City Chicago, Illinois time, on [●]_______________, 20211997, or at such other time on the same or such other date, not later than [●]_______________, 20211997, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in Chicago, Illinois against delivery of such Additional Shares for the respective accounts of the several Underwriters at 9:00 A.M., Chicago, Illinois time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than _______________, 1997, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares " Certificates for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares LP Units to be sold by the Partnership shall be made to the Company Partnership in Federal or other funds immediately available in New York City against delivery of such Firm Shares LP Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●—], 20212011, or at such other time on the same or such other date, not later than [●—], 20212011, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Optional LP Units shall be made to the Company Partnership in Federal or other funds immediately available in New York City against delivery of such Additional Shares Optional LP Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●—], 20212011, as shall be designated in writing by the Representativesyou. The Firm Shares LP Units and Additional Shares Optional LP Units shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares LP Units and Additional Shares Optional LP Units shall be delivered to you through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares LP Units to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on [●]October 11, 20212016, or at such other time on the same or such other date, not later than [●], 2021, date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]November 9, 20212016, as shall be designated in writing agreed by the RepresentativesRepresentative and the Company. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to Kxxxx, Bxxxxxxx & Wxxxx, Inc. through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City funds by wire transfer to the account specified by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____, 20212002, or at such other time on the same or such other date, not later than [●]____, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City funds by wire transfer to the account specified by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]_________, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and each Selling Stockholder shall be made to the Company in Federal federal or other funds immediately available in New York City Milwaukee, Wisconsin against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on [●], 20212018, or at such other time on the same or such other datedate and time, not later than [●], 20212018, as shall be designated in writing by the Representatives. The time Representatives (such date and date of such payment are hereinafter referred to as time, the “Closing Date.” ”). Payment for any Additional Shares shall be made to the Company [Selling Stockholders/Custodian] in Federal federal or other funds immediately available in New York City Milwaukee, Wisconsin against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding exercise notice described in Section 2 3 hereof or at such other time on the same or on such other datedate and time, in any event not later than [●], 20212018, as shall be designated in writing by the Representatives. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may beapplicable. The Firm Shares and the Additional Shares shall be delivered to the Representatives on the Closing Date or an the Option Closing Date, as the case may beapplicable, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Delivery of the Shares shall be made through the facilities of the Depository Trust Company (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and (ii) any withholding required packaging by lawthe Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or the Option Closing Date, as applicable.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]___, 20212007, or at such other time on the same or such other date, not later than [●]___, 20212007, as shall be designated in writing by the RepresentativesManagers. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]___, 20212007, as shall be designated in writing by the RepresentativesMxxxxx Sxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Managers or Mxxxxx Sxxxxxx, as applicable, shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Managers or Mxxxxx Sxxxxxx, as applicable, on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●•], 20212011, or at such other time on the same or such other date, not later than [●•], 20212011, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212011, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) shall be treated as satisfied to the extent of any withholding amount withheld and paid over to the applicable taxing authority as required by law, including, for the avoidance of doubt, with respect to any Selling Stockholder that is not a U.S. person for U.S. federal income tax purposes, any withholding tax imposed on such Selling Stockholder by section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”).

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds funds, denominated in the currency in which the Public Offering Price was received, immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20212006, or at such other time on the same or such other date, not later than [●]_________, 20212006, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 2021, 2006 as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

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

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20212003, or at such other time on the same or such other date, not later than [●]_________, 20212003, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 20212003, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20212003, or at such other time on the same or such other date, not later than [●]_________, 20212003, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 20212003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the Representatives. "OPTION CLOSING DATE." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Selling Shareholder shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]June 21, 20212002, or at such other time on the same or such other date, not later than [●]June 28, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]July 31, 20212002, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company or as directed by each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for on the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 2021closing date and time set forth in Schedule I-A hereto, or at such other time on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Selling Shareholders shall be made to the Company or as directed by each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021the third business day thereafter, as shall be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [●•], 20212014, or at such other time on the same or such other date, not later than [●], 202110 business days after the Closing Date, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter herein referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212014, as shall be designated in writing by the Representatives. The time and date of any such payment for Additional Shares are herein referred to as the "Option Closing Date." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the Representatives facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 20212020, or at such other time on the same or such other date, not later than [●], 20212020, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 20212020, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20211999, or at such other time on the same or such other date, not later than [●]_________, 20211999, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]_______, 20211999, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●closing date], 2021, or at such other time on the same or such other date, not later than [●closing date + 5 business days], 2021, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Selling Stockholder shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●expiration date of shoe + 10 business days], 2021, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Managers shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]March 24, 20212010, or at such other time on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall be designated in writing by you and provided to the RepresentativesCompany and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company relevant Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021the tenth business day thereafter, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]May 24, 2021, 2019 or at such other time on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company or the Selling Shareholders, as applicable, in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021the tenth business day thereafter, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

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

Payment and Delivery. Payment for the Firm Shares to be sold by Selling Shareholders and the Company shall be made to the Selling Shareholders and the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]__________, 20212002, or at such other time on the same or such other date, not later than [●]_________, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]__________, 20212002, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●[ ], 20212007, or at such other time on the same or such other date, not later than [●[ ], 20212007, as shall be designated in writing by you and provided to the RepresentativesCompany and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●[ ], 20212007, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]April 2, 20212008, or at such other time on the same or such other date, not later than [●]April 9, 20212008, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]May 9, 20212008, as shall be designated in writing by the Representativesyou. The Firm Shares and any Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and any Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold shall be made to the Company in Federal or other funds immediately available in New York the City of Toronto against delivery of such Firm Shares for the respective accounts of the several Underwriters Underwriters, at 10:00 the offices of Xxxxxx & Xxxxxx L.L.P., or at such other place as shall be agreed upon by you and the Company, at 8:00 a.m., New York City time, on [●]July 28, 20212015, or at such other time on the same or such other date, not later than [●]July 29, 20212015, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to herein as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Company, or its designee, in Federal or other funds immediately available in New York the City of Toronto against delivery of such Additional Shares for the respective accounts of the several Underwriters Underwriters, at 10:00 the offices of Xxxxxx & Xxxxxx L.L.P., or at such other place as shall be agreed upon by you and the Company, at 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]August 21, 20212015, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The , against payment of the Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawtherefor.

Payment and Delivery. (i) Payment for the Firm Primary Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Primary Shares for the respective accounts of the several Underwriters and (ii) in accordance with the Share Lending Agreement (including, without limitation, Section 2(c) thereof), one or more deliveries of 7,500,000 of the Borrowed Shares in the aggregate shall be made to the respective accounts of the several Underwriters, in the case of clause (i), at 10:00 9:00 a.m., New York City time, on [●]August 22, 20212012, and, in the case of clause (ii), beginning at 9:00 a.m., New York City time, on August 22, 2012, and ending at or prior to 12:00 p.m., New York City time, on August 22, 2012, or, in the case of either clause (i) or clause (ii), at such other time time(s) on the same or such other date, not later than [●]August 29, 20212012, as the Representative, the Borrower and the Company shall be designated agree in writing by the Representativeswriting. The time and date of such payment and delivery are hereinafter referred to as the “Initial Closing Date.” Payment for any Additional Primary Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Primary Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [●]September 28, 20212012, as shall be designated in writing by the RepresentativesRepresentative. From time to time on or before the earlier to occur of (a) March 15, 2013 and (b) the date as of which the Maximum Number of Borrowed Shares shall have been sold hereunder (the “Borrowing Termination Date”), the Borrower may give one or more Borrowing Notices with respect to a number of Borrowed Shares specified in such Borrowing Notice, up to the Maximum Number of Borrowed Shares; provided that no Borrowing Notice may be given during a Registration Blackout Period (as defined in the Share Lending Agreement). In accordance with the Share Lending Agreement, delivery of the Borrowed Shares specified in a Borrowing Notice shall be made on or before the Cutoff Time (as defined in the Share Lending Agreement) on the date specified in the Borrowing Notice, or at such other time on the same date or such other date as the Borrower and the Company shall agree in writing. The Firm Shares time and Additional Shares date of each such delivery are herein referred to as a “Subsequent Closing Date.” The Initial Closing Date, each Option Closing Date and each Subsequent Closing Date are each referred to as a “Closing Date.” The Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date and the applicable Option Closing Date, as the case may be. The Firm Primary Shares and Additional Primary Shares shall be delivered to the Representatives Representative on the Initial Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Primary Shares to the Underwriters duly paid and (ii) shall be treated as satisfied to the extent of any withholding amount withheld and paid over to the applicable taxing authority as required by law. The Borrowed Shares shall be delivered by the Company to the Borrower in one or more deliveries on or before the applicable Closing Date in accordance with the terms of the Share Lending Agreement and this Section 4.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [Month] [●], 20212020, or at such other time on the same or such other date, not later than [Month] [●], 20212020, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [Month] [●], 20212020, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Barclays Capital Inc. on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law.several

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●September [ ], 20212012, or at such other time on the same or such other date, not later than [●September [ ], 20212012, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]December __, 20211999, or at such other time on the same or such other date, not later than [●]December __, 20211999, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]January __, 20212000, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., _____ (New York City time), on [●], 2021________________, or at such other time on the same or such other date, not later than [●], 202110 business days after the Closing Date, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., ______________ (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021_______________, as shall be designated in writing by the RepresentativesRepresentative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the Representatives facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a closing to be held at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00:00 a.m., New York City time, on [●]_____, 20211998, or at such other time on the same or such other date, not later than [●]____ __, 20211998, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a closing to be held at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]_______, 20211998, as shall be designated in writing by the U.S. Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law.you

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [●]January 17, 20212014, or at such other time on the same or such other date, not later than [●], 202110 business days after the Closing Date, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]February 13, 20212014, as shall be designated in writing by the RepresentativesRepresentative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the Representatives facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]___, 20212008, or at such other time on the same or such other date, not later than [●]___, 20212008, as shall be designated in writing by the RepresentativesManagers. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company and the Option Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]___, 20212008, as shall be designated in writing by the RepresentativesXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Managers or Xxxxxx Xxxxxxx, as applicable, shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Managers or Xxxxxx Xxxxxxx, as applicable, on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●—], 20212009, or at such other time on the same or such other date, not later than [●—], 2021200[9], as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●— ], 2021200[9], as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]December __, 20211997, or at such other time on the same or such other date, not later than [●]December __, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]January __, 20211998, as shall be designated in writing by the U.S. Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the -------------------- Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on [●]__________, 20211997, or at such other time on the same or such other date, not later than [●]__________, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other datelate, in any event not later than [●], 2021, __________,1997 as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●•], 20212023, or at such other time on the same or such other date, not later than [●•], 20212023, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212023, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m.[10:00] [a.m][p.m.], New York City time, on August [●•], 2021, or at such other time on the same or such other date, not later than August [●•], 2021, as shall be designated in writing by the RepresentativesX. Xxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m.[10:00] [a.m][p.m.], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than August [●•], 2021, as shall be designated in writing by the RepresentativesX. Xxxxx. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as the Representatives X. Xxxxx shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Additional Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to the Representatives X. Xxxxx on the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Notes to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on [●]November 25, 20212014, or at such other time on the same or such other date, not later than [●], 2021, as shall be designated in writing date determined by agreement between the Fund and the Representatives. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]December 20, 20212014, as shall be designated in writing by the Representatives. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the Representatives facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts account of the several Underwriters Initial Purchaser at 10:00 a.m., New York City time, on [●]April 5, 20212002, or at such other time on the same or such other date, not later than [●]April 10, 20212002, as shall be designated in writing by the RepresentativesCompany and the Initial Purchaser. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts account of the several Underwriters Initial Purchaser at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]May 8, 20212002, as shall be designated in writing by the RepresentativesCompany and the Initial Purchaser. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Initial Purchaser, and registered in such names and in such denominations as the Representatives Initial Purchaser shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives Initial Purchaser on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchaser, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchaser duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and (ii) any withholding required by lawdelivery.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]November 3, 20212009, or at such other time on the same or such other date, not later than [●]November 10, 20212009, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]December 11, 20212009, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Underwriters on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 20212003, or at such other time on the same or such other date, not later than [●], 20212003, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 20212003, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by , unless the Underwriters Representatives shall be reduced by (i) otherwise instruct, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●•], 20212020, or at such other time on the same or such other date, not later than [●•], 20212020, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212020, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on [●]____________, 20211997, or at such other time on the same or such other date, not later than [●]_________, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]_______, 20211997, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." The Firm Shares Securities and Additional Shares Securities shall be prepared in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City 11 13 time, on [●]-, 20211997, or at such other time on the same or such other date, not later than [●]-, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]-, 20211997, as shall be designated in writing by the U.S. Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Stockholder shall be made to the Company such Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [●]June , 20212020, or at such other time on the same or such other date, not later than [●]June , 20212020, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]July , 20212020, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Stockholder shall be made to the Company such Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [●]March , 20212019, or at such other time on the same or such other date, not later than [●]March , 20212019, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 20212019, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]November 7, 20212005, or at such other time on the same or such other date, not later than [●]November 14, 20212005, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company or the Selling Shareholder, as applicable, in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]December 6, 20212005, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on [●]November 10, 20212010, or at such other time on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall may be designated in writing by the RepresentativesUnderwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company on behalf of the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021the 10th business day after the date of such notice, as shall may be designated in writing by the RepresentativesUnderwriter. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives Underwriter shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to the Representatives Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Underwriter, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawUnderwriter duly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on [●]____________, 20211997, or at such other time on the same or such other date, not later than [●]_________, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in Section 2 4 or at such other time on the same or on such other date, in any event not later than [●]_______, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on [●]March 3, 20212020, or at such other time on the same or such other date, not later than [●]March 10, 20212020, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]the last day of the 13-day period beginning on, 2021and including, the Closing Date, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and (ii) any withholding required by lawdelivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 20212015, or at such other time on the same or such other date, not later than [●], 20212015, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 20212015, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at the offices of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on [●], 20212010, or at such other time on the same or such other date, not later than [●], 20212010, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 4 or at such other time on the same or on such other date, in any event not later than [●], 20212010, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on [●]April 24, 20212018, or at such other time on the same or such other date, not later than [●], 2021, date as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]June 1, 20212018, as shall be designated in writing agreed by the RepresentativesRepresentative and the Company. The time and date of any such payment for Additional Notes are herein referred to as the “Option Closing Date.” The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to the Representatives Representative through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company each such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on October [●•], 20212007, or at such other time on the same or such other date, not later than October [●•], 20212007, as shall be designated in writing by the RepresentativesManagers. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares shall be made to the Company Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212007, as shall be designated in writing by the RepresentativesManagers. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Managers shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●•], 20212017, or at such other time on the same or such other date, not later than [●•], 20212017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●•], 20212017, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Xxxxxx Xxxxxxx & Co. LLC shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Xxxxxx Xxxxxxx & Co. LLC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]June 4, 20212008, or at such other time on the same or such other date, not later than [●], 2021the fifth business day thereafter, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021the tenth business day thereafter, as shall be designated in writing by the RepresentativesRepresentative. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives Representative on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts account of the several Underwriters Initial Purchaser at 10:00 a.m., New York City time, on [●]June 3, 20212003, or at such other time on the same or such other date, not later than [●]June 10, 20212003, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts account of the several Underwriters Initial Purchaser at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]July 14, 20212003, as shall be designated in writing by the Representativesyou. The Firm Shares time and Additional Shares date of such payment is hereinafter referred to as the "OPTION CLOSING DATE". The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchaser, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchaser duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and (ii) any withholding required by lawdelivery.

Payment and Delivery. Payment for the Firm Shares to be sold by the Sellers shall be made to the Company such Sellers in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on December [●•], 2021, 2004,1 or at such other time on the same or such other date, not later than December [●•], 2021, 20042 as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company SPEI in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice 1 Insert date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time (and T+4 settlement is deemed to apply to secondary sales), 4 business days after the date of the Underwriting Agreement. 2 Insert date 5 business days after the date inserted in accordance with note 6 above. described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212004, 3 as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for (i) The Securities to be purchased by each Underwriter hereunder, in book-entry form in such authorized denominations and registered in such names as the Firm Shares shall be made Representatives may request upon at least forty-eight hours’ prior notice to the Company in Federal and the Selling Stockholders, shall be delivered by or other funds immediately available in New York City against delivery on behalf of the Company and the Selling Stockholders to the Representatives, through the facilities of the DTC, for the account of such Firm Shares for Underwriter, with any transfer taxes payable in connection with the respective accounts transfer of the several Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Selling Stockholders to the Representatives at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m., New York City time, on [●], 2021, 2015 or at such other time on the same or such other date, not later than [●], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made Representatives and the Company may agree upon in writing, and, with respect to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at Option Shares, 10:00 a.m., New York City time, on the date specified by the Representatives in each written notice given by the corresponding notice described in Section 2 Representatives of the Underwriters’ election to purchase such Option Shares, or at such other time on the same or on such other date, in any event not later than [●], 2021, and date as shall be designated in writing by the Representatives, the Company and the Selling Stockholders may agree upon in writing. The Such time and date for delivery of the Firm Shares is herein called the “First Closing Date,” each such time and Additional Shares shall be registered in such names and in such denominations as date for delivery of the Representatives shall request in writing Option Shares, if not later than one full business day prior to the Closing Date and the applicable Option First Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option is herein called a “Second Closing Date, as the case may be, ” and each such time and date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, delivery is herein called a “Closing” or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law“Closing Date.”

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 2021•] 2007, or at such other time on the same or such other date, not later than [●•], 20212007, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●•], 20212007, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each -------------------- Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20212000, or at such other time on the same or such other date, not later than [●]_________, 20212000, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 20212000, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment of the purchase price for the Firm Shares Securities shall be made to at the Company in Federal or other funds immediately available in New York City against delivery offices of such Firm Shares Xxxxxx, Hall & Xxxxxxx LLP, counsel for the respective accounts of the several Underwriters Company, at 10:00 a.m.0 Xxxxxxxxxxxxx Xxxxx, New York City timeXxxxxx, on [●], 2021Xxxxxxxxxxxxx 00000, or at such other time place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the same third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other date, time not later than [●], 2021, ten business days after such date as shall be designated in writing agreed upon by the RepresentativesRepresentatives and the Company, and such payment shall be made against delivery, at such time, of one or more global Securities to a custodian for The Depository Trust Company (“DTC”), to be held by DTC initially for the accounts of the several Underwriters. The time and date of such payment are hereinafter referred to as and delivery is herein called the “Closing Date.” Time”. Payment for any Additional Shares shall be made to the Company in Federal or other funds by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to acknowledge receipt of, and make payment of the purchase price for, the Securities which it has agreed to purchase. Any of the Representatives individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Global Securities will be made available for examination and packaging by the Representatives in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.York, New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021, as shall be designated in writing by 2:00 P.M. (Eastern time) on the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawTime.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 20212024, or at such other time on the same or such other date, not later than [●], 2021five business days thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 2021ten business days thereafter, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on [●]May 27, 20212022, or at such other time on the same or such other date, not later than [●]June 6, 20212022, as shall be designated in writing by the RepresentativesRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]the last day of the 13-day period beginning on, 2021and including, the Closing Date, as shall be designated in writing by the RepresentativesRepresentative. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as the Representatives Representative shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Representatives Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor plus, with respect to the Additional Securities, accrued interest, if any, to the date of payment and (ii) any withholding required by lawdelivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]April 16, 20212018, or at such other time on the same or such other date, not later than [●]April 16, 20212018, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company each Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]May 11, 20212018, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]December 12, 20212001, or at such other time on the same or such other date, not later than [●]December 19, 20212001, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]January 19, 20212002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the Representatives. "Option Closing Date." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one two full business day days prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●[ ], 20212017, or at such other time on the same or such other date, not later than [●5 business days later], 20212017, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●10 business days after the expiration of the green shoe option], 20212017, as shall be designated in writing by the Representativesyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at 10:00 [•] a.m., New York City time, on [●•], 20212010, or at such other time on the same or such other date, not later than [●•], 20212010, as shall be designated in writing mutually agreed upon by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 [•] a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●•], 20212010, as shall be designated in writing by the Representatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Offered ADSs to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 2021seven business days after pricing (or eight business days if pricing occurs after 4:30 p.m.), or at such other time on the same or such other date, not later than [●], 2021, date as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021ten business days after the expiration of the 30-day period during which the Underwriters may exercise their right to purchase the Additional Shares pursuant to Section 2 hereof, as shall be designated in writing by the Representativesyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on [●____________], 20212017, or at such other time on the same or such other date, not later than [●_________], 20212017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●_______], 20212017, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]___________, 20212000, or at such other time on the same or such other date, not later than [●]__________, 20212000, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______________, 20212000, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on [●]December 18, 20212018, or at such other time on the same or such other date, not later than [●]December 26, 20212018, as shall be designated in writing by the Representativesyou. The time and date of such payment payments are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●], 2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) duly paid, against payment of the Purchase Price therefor. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding required by lawor deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

Payment and Delivery. Payment for the Firm Shares to be sold by UPC shall be made to the Company UPC in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], 20212003, or at such other time on the same or such other date, not later than [●], 20212003, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “First Closing Date.” (the First Closing Date and each Option Closing Date, if any, being sometimes referred to herein as a “Closing Date”). Payment for any Additional Shares to be sold by UPC shall be made to the Company UPC in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 20212003, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the First Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the First Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]__________, 20211997, or at such other time on the same or such other date, not later than [●]__________, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______________, 20211997, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]o, 20212002, or at such other time on the same or such other date, not later than [●]o, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]o, 20212002, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]May 28, 2021, 2013 or at such other time on the same or such other date, not later than [●]June 11, 2021, 2013 as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Optional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Optional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [●]July 5, 2021, 2013 as shall be designated in writing by you. It is understood that the Representatives. The Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and Additional any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. The Offered Shares shall be registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Optional Shares shall be delivered to the Representatives you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●]____________, 20212001, or at such other time on the same or such other date, not later than [●]_________, 20212001, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". Payment for any Additional Shares shall be made to the Company Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●]_______, 20212001, as shall be designated in writing by the Representativesyou. The time and date of such payment are hereinafter referred to as the "Option Closing Date". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as the Representatives you shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., [ ] (New York City time), on [●Closing Date], 2021, or at such other time on the same or such other date, not later than [●10 business days after Closing Date], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., [ ] (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●45 Days After Pricing Date Plus 10 Business Days], 2021, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by lawduly paid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller in Federal or other funds immediately available in New York City Milwaukee against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on [●], 20212014, or at such other time on the same or such other date, not later than [●], 20212014, as shall be designated in writing by the RepresentativesXxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City Milwaukee against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [●], 20212014, as shall be designated in writing by the RepresentativesXxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives Xxxxx shall request in writing not later than one full business day prior to the Closing Date and or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives Xxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the Underwriters, unless Xxxxx shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and (ii) any withholding required packaging by lawXxxxx at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or Optional Closing Date, as the case may be.