Common use of Payment and Delivery Clause in Contracts

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

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

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

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule 1 hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives in writing. The time and date of such payment are hereinafter herein referred to as the “Time of Delivery and such date, the Closing Date.” Payment . At the Time of Delivery, the Bank shall pay the Underwriters a fee (the Underwriters’ Fee) equal to 0.250% of the aggregate principal amount of the Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

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

Payment and Delivery. Payment of the purchase price for, and delivery of the Notes shall be made at the offices of Sidley Austin LLP, New York, New York, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (New York City time) on the fifth (sixth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of the Firm Shares Option Notes shall be made at the above-mentioned offices of Sidley Austin LLP, or at such other place as shall be agreed upon by the Underwriters and the Company on each Date of Delivery as specified in the notice to the Company. The Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for The Depository Trust Company (the “DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in such global security will be held in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment shall be made to the Company by the wire transfer of immediately available funds to a bank account designated by the order of the Company Company, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of certificates for the Purchase Price therefor. The Firm Shares and Additional Shares shall Notes to be delivered through the facilities of The Depository Trust Companypurchased by them.

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

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

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—10:00] a.m., A.M. (New York City time), on [—[ ], 2010, 2012 or at such other time on the same or such other date, no not later than five 10 business days after the date of this Agreement Closing Date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—10:00] a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2012, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule 1 hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives in writing. The time and date of such payment are hereinafter herein referred to as the “Time of Delivery and such date, the Closing Date.” Payment . At the Time of Delivery, the Bank shall pay the Underwriters a fee (the Underwriters’ Fee) equal to 0.250% of the aggregate principal amount of each series of the Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

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

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] ____ a.m., New York City _________ time, on [—]____________, 20101998, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement 10:30 a.m., ____________ time, on _________, 1998, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company in by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at [—] _____ a.m., New York City __________ time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] 10:30 a.m., New York City ___________ time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementon _______, 1998, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

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

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Sellers by the wire transfer of in immediately available funds to their respective accounts specified in writing by the order of the Company Sellers against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, 10:00 a.m., New York City timeXxxx xxxx, on [—]xx Xxxxxxxx 0, 20100000, or at such other xx xx xxxx xxher place and time on the same or such other date, no later than five business days after date as shall be designated by the date of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are hereinafter referred to as the “"Closing Date.” Payment " The Sellers hereby advise the Underwriter that payment for any Additional Shares sold by the Sellers shall be made by the Underwriter to the Company Sellers by the wire transfer of in immediately available funds to their respective accounts specified in writing by the order of the Company Sellers against delivery of such Additional Shares for the respective accounts of the several Underwriters Underwriter at [—] the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, 10:00 a.m., New York City timeCxxx xxxx, on the date specified in the xx xxx xxxx xxxxxxxxx xx xxx xxxxxxxonding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Underwriter on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwritersits account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds in Milwaukee, Wisconsin to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—], 2010, or at such other time on the same or such other date, no not later than five business days after [—], 2010, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds in Milwaukee, Wisconsin to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the UnderwritersRepresentatives. The time It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and date receipt for and to make payment of such payment are hereinafter referred to as the “Option Closing Date”. Certificates purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in immediately available funds to the order of the Company in Toronto against delivery of such Firm Shares for the respective accounts account of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 2010__________, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company by the wire transfer of in immediately available funds to the order of the Company in Toronto, against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement____________, as shall be designated in writing by the UnderwritersRepresentative. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price purchase price therefor. The Concurrently with the payment by the Underwriters of the purchase price for the Firm Shares and or the Additional Shares Shares, as the case may be, the Company shall be delivered through pay to the facilities Underwriters the underwriting commission of The Depository Trust CompanyU.S. $____ per Firm Share or Additional Share, as the case may be.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of Issuer in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on [—]February 8, 20102018, or at such other time on the same or such other date, no not later than five business days after February 15, 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Such delivery and payment shall be made at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to the Company by the wire transfer of immediately available funds Issuer and the Representatives). The Issuer hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.Closing Date as originally scheduled include, New York City timebut are in no way limited to, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing determination by the UnderwritersIssuer or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Final Memorandum or a delay as contemplated by the provisions of Section ‎10 hereof. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Notes shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery. The Firm Shares and Additional Shares Time shall be delivered through of the facilities essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of The Depository Trust Companythe Initial Purchasers.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102008, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] 10:00 a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and each Firm Selling Stockholder shall be made to the Company by and such Firm Selling Stockholder, or at the wire transfer direction of such Firm Selling Stockholder or its agent, to the Custodian, in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—____________], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [_________], 2010, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Additional Selling Stockholder shall be made to such Additional Selling Stockholder, or at the Company by direction of such Additional Selling Stockholder or its agent, to the wire transfer of Custodian, in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m._______], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—August 2, 2000] [EXECUTION PLUS FOUR DAYS], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [August 9, 2000] [EXECUTION PLUS NINE DAYS], as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—September 8, 2000] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, [EXECUTION PLUS 30 CALENDAR DAYS PLUS 10 BUSINESS DAYS] as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”"OPTION CLOSING DATE". Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment Delivery and payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the second (2nd) Business Day following the effective date specified in (the notice described “Effective Date”) of the Registration Statement (as defined in Section 2 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:00 p.m. New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Lucosky Bxxxxxxx LLP, counsel to the Underwriters, or at such other time on the same place (or on such remotely by facsimile or other date, in any event not later than [—] a.m., New York City time, three (3electronic transmission) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date”. Payment for the Firm Shares shall be made on the Closing Date by wire transfer in writing by Federal (same day) funds, payable to the order of the Company upon delivery to the Representative of the certificates (in form and substance satisfactory to the Representative) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such name or names and in such authorized denominations as you shall the Representative may request in writing not later than one full business day at least two (2) Business Days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing Company will permit the Representative to examine and package the Firm Shares and the Additional Shares shall be delivered for delivery, at least one (1) full Business Day prior to you on the Closing Date Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the Option Closing Date, closure of any physical branch locations at the direction of any governmental authority so long as the case may be, electronic funds transfer systems (including for the respective accounts wire transfers) of the several Underwriters, with any transfer taxes payable commercial banks in connection with the transfer The City of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyNew York generally are open for use by customers on such day.

Payment and Delivery. Payment for the Firm Shares to be sold (i) by the Company shall be made to the Company and (ii) by the Selling Stockholder shall be made to American Stock Transfer & Trust Company, LLC, as transfer agent to the Company, which shall promptly wire transfer of the funds to ESOP Management and Trust Services Ltd. (the “Paying Agent”), in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—•], 2010, 2021,1 or at such other time on the same or such other date, no not later than five business days after [•], 2021,2 as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Paying Agent shall withhold taxes from any funds paid to the Selling Stockholder in accordance with applicable Laws (including Israeli laws) or other instructions provided by the relevant tax authority (including by means of a withholding certificate showing an exemption from or reduced rate of withholding), and deliver to the Selling Stockholder the balance of the payment due to such payee that is not so withheld (if any) together with a duly signed confirmation of the taxes that were withheld. Such withheld amounts, if any, shall be treated for all purposes of this Agreement as having been paid to the Selling Stockholder; provided that with respect to any withholding taxes imposed under applicable Israeli law, the Paying Agent shall act as the withholding agent on behalf of the Underwriters, and the payment made by the Underwriters to the Paying Agent shall be without any deduction or withholding of any taxes imposed under Israeli law. Payment for any Additional Shares shall be made to American Stock Transfer & Trust Company, LLC, as transfer agent to the Company by Company, which shall promptly wire the wire transfer of immediately available funds to the order of the Company Paying Agent, in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2021,3 as shall be designated in writing by the UnderwritersRepresentatives. The time and 1 NTD: To be expected closing date. 2 NTD: To be date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full 5 business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companydays after expected closing.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—]December 14, 20102020, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 24, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the Underwriters. The time and date of such payment are and delivery is hereinafter referred to as the “Option Closing Date”. Certificates .” Payment for the Firm Shares and the any Additional Shares Securities shall be made by wire transfer of immediately available funds to the Trust Account against delivery to the Underwriters of the security entitlements in definitive respect of such Additional Securities through the facilities of DTC or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Additional Securities. Such payment for and delivery of Additional Securities shall be made at 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or such other date, not later than the third business day after the date specified in such notice, as shall be designated in writing by the Underwriters. Any Securities purchased hereunder shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes 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 [—], 2010the fifth full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes 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 [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment The Securities to be purchased by the Initial Purchaser hereunder will be represented by one or more definitive global securities in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the Purchase Price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to the Initial Purchaser at least forty-eight (48) hours in advance, by causing DTC to credit the Securities to the account of Xxxxxx Xxxxxx Partners at DTC. The time and date of such delivery and payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]November 18, 20102003, or at such other time on the same or such other date, no not later than five business days after November 18, 2003, as shall be designated in writing by you (the date of this Agreement as the Underwriters and the Company may agree upon in writing“Closing Date”). The time and date of such delivery and payment are hereinafter referred to as for the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 2.2, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three ten (310) business days following after the date the Underwriters provide option to purchase the Company with notice pursuant to Section 2 of this AgreementAdditional Securities is exercised, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as you (the “Option Closing Date”). Certificates The Company will cause the certificates representing the Securities to be made available to Xxxxxx Xxxxxx Partners for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day checking at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the “Designated Office”). The certificates evidencing the Firm Shares and the Additional Shares shall documents to be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross-receipt for the respective accounts Securities and any additional documents requested by Initial Purchaser or counsel for the Initial Purchaser pursuant to Section 5.9 hereof, will be delivered at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Closing Location”) at the Closing Date or the Option Closing Date, as the case may be. On the Closing Date or the Option Closing Date, as the case may be, the Securities will be delivered at the Designated Office. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, at which meeting the final drafts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares documents to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through pursuant to this paragraph will be available for review by the facilities parties hereto. For the purposes of The Depository Trust Companythis Section 3, “business day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Payment and Delivery. Payment for the Firm Shares to be sold (i) by the Company shall be made to the Company and (ii) by the Selling Shareholders shall be made to American Stock Transfer & Trust Company, LLC, as transfer agent to the Company, which shall promptly wire transfer of the funds to ESOP Management and Trust Services Ltd. (the “Paying Agent”), in Federal or other funds immediately available funds in New York City; in each case, without any deduction or withholding of any taxes, to the order of the Company be transferred thereby to such Seller, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102020, or at such other time on the same or such other date, no not later than five business days after [ ], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Paying Agent shall hold the funds pending release to such Selling Shareholder(s) of the balance of the payment due to such payee that is not so withheld (if any) together with a duly signed confirmation of the taxes that were withheld, all in accordance with the provisions of the Paying Agent Agreement executed as of even date herewith in the form attached hereto as Exhibit D. Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you Xxxxxx Xxxxxxx & Co. LLC on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable and (ii) any withholding required by law, in each case, paid or withheld by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companypaid or withheld.

Payment and Delivery. Payment The Securities to be purchased by the Initial Purchaser hereunder will be represented either in certificated form or by one or more definitive global securities in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Securities to the account of the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the Purchase Price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to Xxxxxx Xxxxxx Partners at least forty-eight (48) hours in advance, by causing DTC to credit the Securities to the account of Xxxxxx Xxxxxx Partners at DTC. The time and date of such delivery and payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]June 13, 20102003, or at such other time on the same or such other date, no not later than five business days after June 24, 2003, as shall be designated in writing by you (the date of this Agreement as the Underwriters and the Company may agree upon in writing"CLOSING DATE"). The time and date of such delivery and payment are hereinafter referred to as for the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 2.2, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three ten (310) business days following after the date the Underwriters provide option to purchase the Company with notice pursuant to Section 2 of this AgreementAdditional Securities is exercised, as shall be designated in writing by you (the Underwriters"OPTION CLOSING DATE"). The time and date of such payment are hereinafter referred Company will cause the certificates representing the Securities to as the “Option Closing Date”. Certificates be made available to Xxxxxx Xxxxxx Partners for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day checking at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The certificates evidencing the Firm Shares and the Additional Shares shall documents to be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross-receipt for the respective accounts Securities and any additional documents requested by the Initial Purchaser or counsel for the Initial Purchaser pursuant to Section 5.13 hereof, will be delivered at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 (the "Closing Location") at the Closing Date or the Option Closing Date, as the case may be. On the Closing Date or the Option Closing Date, as the case may be, the Securities represented by global securities in book-entry form will be delivered at the Designated Office. A meeting will be held at the Closing Location at 5 p.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, at which meeting the final drafts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares documents to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through pursuant to this paragraph will be available for review by the facilities parties hereto. For the purposes of The Depository Trust Companythis Section 3, "business day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Payment and Delivery. Payment for the Firm Shares ADSs shall be made to a designee of the Company by the wire transfer of Selling Shareholders in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]February 15, 2010, 2013 or at such other time on the same or such other date, no not later than five ten business days after such date, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingManagers. 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 a designee of the Company by the wire transfer of Selling Shareholders in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersManagers. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing ADRs corresponding to the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Managers on the Closing Date or on the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment In accordance with Rule 15c6-1 under the Exchange Act (as hereinafter defined), payment for the Firm Shares shall be made to the Company by the wire transfer of each Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on [—]__________, 2010, 1997 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement __________, 1997 as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company by the wire transfer of each Selling Stockholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.__________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 1997 as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—]June 14, 20102017, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 6, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on [—]May 30, 20102013, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be mutually agreed in writing by the date of this Agreement as the Underwriters Company and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters 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 [—] a.m.July 2, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form global form, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor. The Firm Shares therefor plus accrued interest, if any, to the date of payment and Additional Shares shall be delivered through the facilities of The Depository Trust Companydelivery.

Payment and Delivery. Payment for the Firm Shares Securities to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to you for the respective accounts of the several Underwriters of the certificates for the Firm Securities at [—] the offices of Shearman & Sterling, 1080 Marsh Road, Menlo Park, California, 94025-1022, at 9:00 a.m., New York City timeXxxx Xxxx xxxx, on February [—__], 20102003, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares the Option Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, against delivery to Underwriters of the certificates for the Option Securities purchased by the Underwriters on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following after the date expiration of the Underwriters provide the Company with notice pursuant Underwriters' option to Section 2 of this Agreement, purchase Option Securities as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. Certificates ." The certificates, if any, for the Firm Shares and Securities purchased by the Additional Shares Underwriters shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates certificates, if any, evidencing the Firm Shares and the Additional Shares Securities or Option Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Firm Securities or Option Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companywith respect to such Securities.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—], 2010the fifth full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.September 20, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] ___:00 a.m., New York City time, on [—[ ], 2010200___, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Underwriter and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing DateCLOSING DATE.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at [—] ___:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] ___:00 a.m., New York City time, three (3) business days following the date the Underwriters provide Underwriter provides the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. OPTION CLOSING DATE.” Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of Issuers in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on [—]April 25, 20102019, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement May 2, 2019, as the Underwriters Representatives and the Company Issuers may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Such delivery and payment shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000 (or such other place as may be agreed to by the Representatives and the Issuers). The Issuers hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Issuers or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 10 hereof. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the nominee of The Depository Trust Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares (“DTC”), for the respective accounts of the several Underwriters at [—] a.m., New York City time, on Initial Purchasers of the date specified in the notice described in Section 2 or at such other time on the same or Securities to be purchased on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as one or more global notes representing the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and Securities, registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer transfer, stamp, documentary and similar taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery. The Firm Shares and Additional Shares Time shall be delivered through of the facilities essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of The Depository Trust Companythe Initial Purchasers.

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

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at [—] 9:00 a.m., New York City Houston time, on [—]August 17, 20102012, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Milwaukee against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—], 20102015, or at such other time on the same or such other date, no not later than five business days after , 2015, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Milwaukee against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2015, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or Optional Closing Date, as the case may be.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on ____________ [—●], 2010, or at such other time on the same or such other date, no not later than five 10 business days after the date of this Agreement Closing Date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than ________ [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the subscription price for the Firm Shares shall be made to the Company by the several Underwriters to Holdings by Federal Funds wire transfer of immediately available funds to the order an account specified thereby, against book-entry delivery of the Shares to you through the facilities of The Depository Trust Company against delivery of such Firm Shares (“DTC”) for the respective accounts of the several Underwriters Underwriters. Electronic transfer of the Shares shall be made to you at [—] the time of subscription in such names and in such denominations as you shall specify. The time and date of delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [—]July 21, 2010, 2020 or at such other time on the same or such other date, no later than five business days after the and date of this Agreement as the Underwriters Representatives and the Company Holdings may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made , and, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] Option Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice described given by the Representatives of the Underwriters’ election to subscribe for such Option Shares, or such other time and date as the Representatives and Holdings may agree upon in Section 2 writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Option Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.” In addition, in the event that any or all of the Option Shares are subscribed for by the Underwriters, payment of the subscription price for, and delivery of certificates or security entitlements for, such Option Shares shall be made at the below-mentioned offices, or at such other time place as shall be agreed upon by the Representatives and Holdings, on each Time of Delivery as specified in the same or on such other date, notice from the Representatives to Holdings. Deliveries of the documents described in any event not later than [—] a.m.Section ‎7 hereof with respect to the subscription for the Shares shall be made at 9:00 A.M., New York City time, three (3) business days following on the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and applicable date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates closing of the subscription for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyShares.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller shall be made to the Company by (or, in the wire transfer case of a Selling Shareholder, to the Company as agent for such Selling Shareholder) in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs in the manner contemplated herein for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—•], 2010, 2018 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [•], 2018, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company by (as agent for the wire transfer of applicable Selling Shareholder) in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs in the manner contemplated herein for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 ‎3 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the Underwritersyou. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you in the manner contemplated herein on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Underwriters may withhold from the Purchase Price any amounts required to be withheld by law. Without prejudice to the foregoing, the Company and the Selling Shareholders acknowledge and agree that the Company will account to HM Revenue and Customs for any United Kingdom stamp duty or stamp duty reserve tax that may arise in connection with the transfer to the Depositary (or its agent or nominee) of the Shares to be represented by the ADSs (including any Additional ADSs) to be sold by the Selling Shareholders and Additional Shares that the cost of such stamp duty or stamp duty reserve tax shall be delivered through borne by the facilities applicable Selling Shareholders by (i) the Company retaining an amount equal to such stamp duty or stamp duty reserve tax from any Purchase Price received by the Company as agent for such Selling Shareholders and (ii) otherwise by the Selling Shareholder promptly reimbursing the Company in respect of The Depository Trust Companysuch stamp duty or stamp duty reserve tax.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the Company by the wire transfer of such Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] approximately 10:00 a.m., New York City time, on [—]November 13, 20102023, or at such other time on the same or such other date, no not later than five business days after November 20, 2023, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of such Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 18, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2023, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) any withholding required by law. In addition, against subject to the sale of the Firm Shares by the Selling Shareholders to the Underwriters in compliance with the terms of this Agreement, payment of the Purchase Price therefor. The Firm Shares and Additional aggregate purchase price of the Repurchase Shares shall be delivered through made by the facilities Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of The Depository Trust Companysuch Repurchase Shares for the account of the Company at the Closing Date.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Selling Shareholder shall be made to the Company by the wire transfer of such Selling Shareholder in Federal or other funds immediately available funds in New York City to the order account specified by such Selling Shareholder to the Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102023, or at such other time on the same or such other date, no not later than five business days after [ ], 2023, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of each Selling Shareholder in Federal or other funds immediately available funds in New York City to the order account specified by each Selling Shareholder to the Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the ​ ​ several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2023, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 20102009, or at such other time on the same or such other date, no not later than five business days after [—], 2009, as shall be designated in writing by you, in the date amount equal to the sum of this Agreement as (a) the product of the Firm Shares multiplied by the Purchase Price and (b) the product of the Discount multiplied by the sum of the number of Firm Shares purchased from the Underwriters by Elevation Partners, L.P. and Elevation Employee Side Fund, LLC and the Company may agree upon in writingCompany’s executive officers and directors. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2009, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares through the facilities of DTC for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]June 14, 20102018, or at such other time on the same or such other date, no later than five three (3) business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares through the facilities of DTC for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 14, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”Representative. Certificates for the Firm Shares and the Additional Shares shall be in definitive form transferred electronically and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by and the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m.], New York City time, on [—•], 20102014, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [•], 2014, as the Underwriters shall be mutually agreed upon between you and the Company may agree upon in writingCompany. The time and date of such payment are hereinafter referred to as the “First Closing Date.” Payment for any Additional Shares Optional Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Optional Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m.], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2014, as shall be designated in writing by the Underwritersyou. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Optional Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the First Closing Date or the Option applicable Optional Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Optional Securities shall be delivered to you on the First Closing Date or the Option an Optional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Offered Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares First Closing Date and Additional Shares shall be delivered through each Optional Closing Date, if any, are sometimes herein referred to as the facilities of The Depository Trust Company“Closing Date”.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of to bank accounts designated by the Company in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to the Manager for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]July 25, 20102017, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement August 4, 2017, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of to bank accounts designated by the Company in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.August 24, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Manager on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Shares through the facilities of The the Depository Trust CompanyCompany unless the Manager shall otherwise instruct.

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

Payment and Delivery. Payment for the Firm Shares shall be made as follows: $78,400,000 of the net proceeds for the Firm Shares (including $2,800,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with a portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Firm Shares sold and the Public Offering Price per Share as set forth on the cover of the Prospectus upon 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 October [—●], 20102020, or at such other time on the same or such other date, no not later than five three business days after the date of this Agreement foregoing date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Company shall not be obligated to deliver the Firm Shares except upon tender of payment therefor by the Underwriter, provided that payment by the Underwriter for all the Firm Shares is contingent on the payment by the Sponsor to the Trust Account, as described above, for the Private Placement Shares at least one business day prior to the Closing Date. Payment for any Additional Shares shall be made as follows: $9.80 per Additional Share (including $0.35 per Additional Share of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with the gross proceeds of the sale of any additional Private Placement Shares in order for the aggregate amount deposited in the Trust Account to equal the product of the number of Additional Shares sold and the Public Offering Price per Share as set forth on the cover of the Prospectus upon 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 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementforegoing date, as shall be designated in writing by the UnderwritersUnderwriter. The time and date Company shall not be obligated to deliver the Additional Shares except upon tender of such payment are hereinafter referred therefor by the Underwriter, provided that payment by the Underwriter for the Additional Shares is contingent on the payment by the Sponsor to the Trust Account, as described above, for the “Private Placement Shares at least one business day prior to the Option Closing Date”. Certificates for the The Firm Shares and the Additional Shares shall be delivered to the Underwriter through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriter has otherwise instructed, upon delivery to the Underwriter of certificates (in definitive form and substance satisfactory to the Underwriter) representing the Firm Shares or Additional Shares, as applicable, in each case for the account of the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Underwriter on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]February 20, 20102024, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement February 27, 2024, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” In addition, subject to the sale of the Firm Shares by the Selling Shareholders to the Underwriters in compliance with the terms of this Agreement, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in same day funds by wire transfer to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company on the Closing Date. Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.April 1, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2024, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] a.m., New York City timeon the applicable closing date and time set forth in Schedule I hereto with respect to the Firm Shares, on [—]the one hand, 2010and the Pre-Funded Warrants, on the other, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time times and date dates of such payment payments are hereinafter referred to as as, with respect to the Firm Shares, the “First Closing Date.,” and with respect to the Pre-Funded Warrants, the “Second Closing Date” (and each such date, a “Firm Securities Closing Date”). Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the applicable Firm Securities Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares shall be delivered to you the Representatives on the applicable Firm Securities Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price Price, in the case of the Firm Shares, and the Warrant Purchase Price, in the case of the Pre-Funded Warrants, therefor. The Firm Shares and Additional Shares shall Pre-Funded Warrants will be delivered through made available for inspection by the facilities of The Depository Trust CompanyRepresentatives on the day prior to the Second Closing Date.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in federal or other immediately available funds in New York City (or such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of the Securities at the offices of Pillsbury Winthrop LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives) to the order of the Company against delivery of such Firm Shares Representatives for the respective accounts of the several Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York City timetime on April 5, 2005 (or on [—]such later business day as shall be agreed upon by the Company and the Representatives in writing), 2010unless postponed in accordance with the provisions of Section 8 hereof. The day and time at which payment and delivery for the Securities (without regard to any Option Securities) are to be made is herein called the “Time of Purchase”. In addition, in the event that the Underwriters have exercised their Option to purchase any or all of the Option Securities, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above mentioned offices, or at such other time on place as shall be agreed upon by the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Representatives and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date relevant Date of Option Delivery as specified in the notice described in Section 2 or at such other time on from the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following Representatives to the date Company. Delivery of the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated made in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be definitive, fully registered form in definitive form and authorized denominations registered in such names and in such denominations as you shall the Representatives may request in writing to the Company not later than one two full business day days prior to the Closing Date or Time of Purchase, or, if no such request is received, in the Option Closing Datenames of the respective Underwriters for the respective number of shares of Securities, as set forth opposite the case may bename of each Underwriter in Schedule II hereto, in denominations selected by the Company. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, Time of Purchase for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with by the transfer of Company duly paid. The Company agrees to make the Shares Securities available for inspection by the Underwriters at least 24 hours prior to the Underwriters duly paidTime of Purchase, against payment of in definitive, fully registered form, and as requested pursuant to the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companypreceding paragraph.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—], 2010the third full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m._______, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the subscription price for the Firm Shares shall be made to the Company by the several Underwriters to Holdings by Federal Funds wire transfer of immediately available funds to the order an account specified thereby, against book-entry delivery of the Shares to you through the facilities of The Depository Trust Company against delivery of such Firm Shares (“DTC”) for the respective accounts of the several Underwriters Underwriters. Electronic transfer of the Shares shall be made to you at [—] the time of subscription in such names and in such denominations as you shall specify. The time and date of delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [—]May 8, 2010, 2020 or at such other time on the same or such other date, no later than five business days after the and date of this Agreement as the Underwriters Representative and the Company Holdings may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made , and, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] Option Shares, 9:30 a.m., New York City time, on the date specified by the Representative in the written notice described given by the Representative of the Underwriters’ election to subscribe for such Option Shares, or such other time and date as the Representative and Holdings may agree upon in Section 2 writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Option Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.” In addition, in the event that any or all of the Option Shares are subscribed for by the Underwriters, payment of the subscription price for, and delivery of certificates or security entitlements for, such Option Shares shall be made at the below-mentioned offices, or at such other time place as shall be agreed upon by the Representative and Holdings, on each Time of Delivery as specified in the same or on such other date, notice from the Representative to Holdings. Deliveries of the documents described in any event not later than [—] a.m.Section ‎7 hereof with respect to the subscription for the Shares shall be made at 9:00 A.M., New York City time, three (3) business days following on the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and applicable date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates closing of the subscription for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyShares.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if Xxxxxx Xxxxxxx shall have otherwise instructed, against delivery to the Underwriters of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—], 20102021, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement , 2021, as the Underwriters and the Company may agree upon shall be designated in writingwriting by Xxxxxx Xxxxxxx. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the Company against delivery security entitlements in respect of such Additional Shares Securities through the facilities of DTC or, if Xxxxxx Xxxxxxx shall have otherwise instructed, against delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Additional Securities. Such payment for the respective accounts and delivery of the several Underwriters Additional Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the third business days following day after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementspecified in such notice, as shall be designated in writing by the UnderwritersXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company and the Selling Shareholder shall be made to the Company by and the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York, New York against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeEastern Time, on [—]____________, 20102020, or at such other time on the same or such other date, no not later than five business days after _________, 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York, New York against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeEastern Time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m._______, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, paid against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of DTC for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The Depository Trust Companycertificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than [12:00 p.m., Eastern Time], on the business day prior to the Closing Date or Option Closing Date, as the case may be.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on [—], 2010the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares to you on the Closing Date for the respective accounts of the several Underwriters at [—] a.m., New York City time, on of the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and Securities registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment . 5. Conditions to the Underwriters’ Obligations. The several obligations of the Purchase Price thereforUnderwriters hereunder to purchase the Securities, are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, the time of each sale of the Securities and at the time of purchase, the performance by the Company in all material respects of its obligations hereunder to be performed at or prior to the Closing Date and to the following additional conditions precedent: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company by any “nationally recognized statistical rating organization,” as such term is defined pursuant to Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Firm Shares Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and Additional Shares shall be delivered through signed by an executive officer of the facilities Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of The Depository Trust Company.the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the

Payment and Delivery. Payment for In accordance with the Firm Shares Share Lending Agreement, delivery of 44,864,059 of the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]June 4, 20102008, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Representative, the Borrower and the Company may shall agree upon in writing. The time and date of such payment delivery are hereinafter referred to as the “Initial Closing Date.” Payment for any Additional From time to time on or before the earlier to occur of (a) December 31, 2008 and (b) the date as of which the Maximum Number of Shares shall have been sold hereunder (the “Borrowing Termination Date”), the Borrower may give one or more Borrowing Notices with respect to a number of Securities specified in such Borrowing Notice, up to the Maximum Number of Shares; provided, that no Borrowing Notice may be given during a Registration Blackout Period (as defined in the Share Lending Agreement). In accordance with the Share Lending Agreement, delivery of the Securities specified in a Borrowing Notice shall be made to on or before the Company by Cutoff Time (as defined in the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, Share Lending Agreement) on the date specified in the notice described in Section 2 Borrowing Notice, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following date as the date the Underwriters provide Borrower and the Company with notice pursuant to Section 2 of this Agreement, as shall be designated agree in writing by the Underwriterswriting. The time and date of each such payment delivery are hereinafter herein referred to as a “Subsequent Closing Date” (and, with the Initial Closing Date and each other Subsequent Closing Date, being sometimes referred to as a “Option Closing Date”). Certificates for The documents to be delivered on any Closing Date on behalf of the Firm Shares parties hereto pursuant to Section 5 of this Agreement shall be delivered to the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at the address specified in Schedule I hereto, and the Additional Shares Securities shall be delivered at the office of The Depositary Trust Company, all on the applicable Closing Date. The Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Initial Closing Date or the Option applicable Subsequent Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered by the Company to you the Borrower on the or before any Closing Date or in accordance with the Option Closing Date, as the case may be, for the respective accounts terms of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyShare Lending Agreement.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on October [—●], 20102018, or at such other time on the same or such other date, no not later than five ten business days after the date of this Agreement Closing Date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment of the Firm Shares Investment Adviser Payment shall be made to KBW, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by KBW at the Closing Date, or at such other time on the same or such other date as shall be designated in writing by the Representative. Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentative, at a purchase price equal to the Public Offering Price less the per share amount of any dividend or other distribution declared by the Company on the Common Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates .” Payment of the Additional Shares Investment Adviser Payment shall be made to KBW, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by KBW at the Option Closing Date. The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representative through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]____________, 20101998, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, 1998, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". The Closing of the offering and sale of the Firm Shares will be held at the Offices of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m._______, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1998, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”." The Closing of the offering and sale of the Additional Shares will be held at the Offices of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]May 14, 20102012, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Firm Shares duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—]June 16, 2010, 2022 or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Firm Shares and Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares and Additional Shares Shares, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 8, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2022 as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—Ÿ], 20102017, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.Ÿ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for of the Firm Shares purchase price for, and delivery of one or more global certificates for, the Initial Securities shall be made at the offices of Xxxxxx Xxxxxxxx LLP, 3000 Two Xxxxx Square, Eighteenth and Xxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Initial Purchaser and the Company and the Guarantors, at 9:30 A.M. (Eastern Daylight Time) on April 18, 2007, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Initial Purchaser and the Company and the Guarantors (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that the Initial Purchaser has exercised the option to purchase all or any of the Option Securities, payment of the purchase price for, and delivery of one or more global certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Initial Purchaser and the Company and the Guarantors, at each Option Closing Time as specified in the notice from the Initial Purchaser to the Company and the Guarantors. Payment shall be made to the Company by the wire transfer of immediately available funds to a bank account designated by the order of the Company Company, against delivery to the Initial Purchaser of such Firm Shares one or more global certificates for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writingSecurities to be purchased by it. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall Securities will be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified issued in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive global form and registered in such names and the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The certificates representing the Securities shall be made available for examination by the Initial Purchasers in such denominations as you shall request in writing The City of New York not later than one full 3:00 P.M. (Eastern Daylight Time) on the last business day prior to the Closing Date Time or the Option relevant Options Closing DateTime, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Underwriters, and payment of the Adviser Sales Load Payment with respect to the Firm Shares shall be made to KBW in Federal or other funds immediately available to a bank account designated by KBW, at [—] a.m., 12:00 P.M. (New York City time), on [—]December 13, 20102016, or at such other time on the same or such other date, no later than five business days after date as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment payments are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares and payment of the Adviser Sales Load Payment with respect to any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 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 [—] a.m.January 7, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing agreed by the UnderwritersRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Common Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you KBW through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Seller shall be made to the Company such Seller in U.S. dollars in same day funds by the Federal Funds wire transfer of immediately available funds to an account designated by each Seller and drawn to the order of the Company applicable Seller against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 2010, 2008 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2008, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs to be sold by each Selling Shareholder shall be made to the Company such in Selling Shareholder in U.S. dollars in same day funds by the Federal Funds wire transfer of immediately available funds to an account designated by each Seller and drawn to the order of the Company applicable Seller against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2008, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for ADRs representing the Firm Shares and ADSs or the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Such ADRs representing the Firm Shares and ADSs or the Additional Shares ADSs shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares Company acknowledges and Additional Shares agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of ADSs contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be delivered through responsible for making its own independent investigation and appraisal of the facilities transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Depository Trust Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the offering contemplated hereby or the process leading thereto. The Company hereby confirms its engagement of the services of the Independent Underwriter, and the Independent Underwriter hereby confirms its agreement with the Company to render services, as a “qualified independent underwriter” within the meaning of Rule 2720(b)(15) with respect to the offering and sale of the Shares.

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

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Chicago against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—], 20102015, or at such other time on the same or such other date, no not later than five business days after , 2015, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Stockholders in Federal or other funds immediately available funds to the order of the Company in Chicago 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 [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2015, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, paid against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares Units to be sold by the Partnership shall be made to the Company Partnership in Federal same day funds by the wire transfer of immediately available funds to a bank account reasonably acceptable to the order of Partnership and the Company Underwriters against delivery of such Firm Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—PROPOSED CLOSING DATE (T+3)], 20102015, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [FIVE BUSINESS DAYS AFTER PROPOSED CLOSING DATE], 2015, as the Underwriters and the Company may agree upon shall be designated in writingwriting by Xxxxxxx Xxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Units shall be made to the Company Partnership in Federal same day funds by the wire transfer of immediately available funds to a bank account reasonably acceptable to the order of Partnership and the Company Underwriters against delivery of such Additional Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.TEN BUSINESS DAYS AFTER EXPIRATION OF GREENSHOE], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2015, as shall be designated in writing by the UnderwritersXxxxxxx Xxxxx. The time Firm Units and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Units shall be in definitive form and registered in such names and in such denominations as you Xxxxxxx Xxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Units and the Additional Shares Units shall be delivered to you Xxxxxxx Xxxxx on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Delivery of the Units shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the accounts of the Underwriters.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs to the Managers for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—]July 18, 20102016, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement July 25, 2016, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” The Company undertakes to apply such funds forthwith upon receipt in paying up the nominal amounts of and any premium payable on the Underlying Securities in full. Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.August 25, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2016, as shall be designated in writing by the Underwritersyou. The time Company undertakes to apply such funds forthwith upon receipt in paying up the nominal amounts of and date of such payment are hereinafter referred to as any premium payable on the “Option Closing Date”Underlying Securities in full. Certificates for the The Firm Shares ADSs and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Managers on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes or duties payable in connection with the transfer of the Shares Offered ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Offered ADSs at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Offered ADSs through the facilities of The the Depository Trust CompanyCompany unless the Managers shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement , 2010, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.,” which date may be postponed by agreement among the Representatives and the Company or as provided in Section 11 hereof. Payment for any Additional Shares shall be made to the Company by the wire transfer of in immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase prices of the Firm Shares and Additional Shares being sold by the Company to or upon the order of the Company by wire transfer payable in same-day funds to the accounts specified by the Company. Delivery of the Firm Shares and Additional Shares shall be made through the facilities of The Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) any withholding required by law. The Company hereby confirms its engagement of Xxxxxxx, against payment Xxxxx & Co., and Xxxxxxx, Sachs & Co. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Purchase Price thereforFinancial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Shares. The Firm Shares Xxxxxxx, Xxxxx & Co., in its capacity as qualified independent underwriter and Additional Shares shall be delivered through not otherwise, is referred to herein as “QIU.” In compliance with NASD Rule 2720 requirements, QIU has participated in the facilities preparation of The Depository Trust Companythe Registration Statement and the Prospectus and has exercised the usual standards of due diligence with respect thereto. As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $10,000 on the Closing Date.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 20102006, or at such other time on the same or such other date, no later than five [five] business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing DateCLOSING DATE.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. OPTION CLOSING DATE.” Certificates for the Firm Shares Securities and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations aggregate principal amount as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares Securities and Additional Shares Securities shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriter of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriter shall have otherwise instructed, against delivery to the Underwriter of such certificates (in form and substance satisfactory to the Underwriter) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—]October 23, 20102020, or at such other time on the same or such other date, no not later than five business days after October 28, 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriter of the Company against delivery security entitlements in respect of such Additional Shares Securities through the facilities of DTC or, if the Underwriter shall have otherwise instructed, against delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing such Additional Securities. Such payment for the respective accounts and delivery of the several Underwriters Additional Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the third business days following day after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementspecified in such notice, as shall be designated in writing by the UnderwritersUnderwriter. The time and date In addition to the conditions provided for in Section 5(m), payment by the Underwriter for any Additional Securities to be purchased on an Option Closing Date shall be contingent on the payment by the Sponsor to the Trust Account of the following amount at least one business day prior to such payment are hereinafter referred to as the “Option Closing Date”. Certificates : an amount equal to such portion of the gross proceeds from the Private Placement Warrants sold by the Company to the Sponsor on such Option Closing Date as would cause the amount in the Trust Account (after giving effect to the amounts previously deposited in the Trust Account, the payment for such Additional Securities and such Sponsor payment) to equal the Firm Shares product of the number of Securities so far sold hereunder (including such Additional Securities) and the Additional Shares Public Offering Price per Unit. Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriter shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares Underwriter and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representatives, for the Firm Shares shall be made account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer to the Company in Federal (same day) funds, by causing DTC to credit the wire transfer of immediately available funds Securities to the order account of Xxxxxxx, Sachs & Co. at DTC. The Company will cause the Company against delivery certificates representing the Securities to be made available to the Representatives for checking at least twenty-four hours prior to the Closing Date (as defined below) at the office of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”). The time and date of such delivery and payment shall be, with respect to the Firm Shares for the respective accounts of the several Underwriters at [—] Securities, 9:30 a.m., New York City time, on [—]May 28, 2010, 2008 or at such other time and date as the Representatives and the Company may agree upon in writing, and with respect to the Optional Securities, 9:30 a.m. New York City time, on the same date specified by you in the written notice given by you of the Underwriters’ election to purchase such Optional Securities, or such other date, no later than five business days after the time and date of this Agreement as the Underwriters Representatives and the Company may agree upon in writing. The Such time and date for delivery of such payment the Firm Securities are hereinafter referred to as herein called the “First Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of ”, such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date for delivery of such payment the Optional Securities, if not the First Closing Date, are hereinafter referred to as herein called the “Option Second Closing Date”, and each such time and date for delivery are herein called a “Closing Date”. Certificates for the Firm Shares and the Additional Shares The Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be issued and sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Chicago 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 [—]____________, 20102018, or at such other time on the same or such other date, no not later than five business days after _________, 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in Chicago against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m._______, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, paid against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the accounts of the Underwriters, unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs to the Managers for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—]May 5, 20102015, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement May 12, 2015, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” The Company undertakes to apply such funds forthwith upon receipt in paying up the nominal amounts of and any premium payable on the Underlying Securities in full. Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.May 28, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2015, as shall be designated in writing by the Underwritersyou. The time Company undertakes to apply such funds forthwith upon receipt in paying up the nominal amounts of and date of such payment are hereinafter referred to as any premium payable on the “Option Closing Date”Underlying Securities in full. Certificates for the The Firm Shares ADSs and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Managers on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes or duties payable in connection with the transfer of the Shares Offered ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Offered ADSs at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Offered ADSs through the facilities of The the Depository Trust CompanyCompany unless the Managers shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares ADSs shall be made to the Company by the wire transfer of in U.S. Federal or other funds immediately available funds to the order of the Company in New York, New York against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] a.m., 11:00 a.m. (New York City time, ) on [—·], 20102013, or at such other time or on the same or such other date, no not later than five business days after [·], 2013, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingManagers. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of in U.S. Federal or other funds immediately available funds to the order of the Company in New York, New York against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] a.m., 11:00 a.m. (New York City time, ) on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.·], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersManagers. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Managers shall request in writing not later than one two (2) full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Managers on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with both the transfer of the Shares Public ADSs to the Underwriters and deposit of the Public Shares with the Depositary duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Delivery of the Managers’ Warrants shall be delivered through made on the facilities Closing Date and shall be issued in the name or names and in such authorized denominations as the Managers may request. Payment for the Managers’ Warrants shall be made to the Company in U.S. Federal or other funds immediately available in New York City against delivery of The Depository Trust Companythe Managers’ Warrants with any transfer taxes payable in connection therewith duly paid.

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

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other immediately available funds to the order of such account or accounts as may be designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]March 15, 2010, 2019 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement March 21, 2019, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other immediately available funds to the order of such account or accounts as may be 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 or at such other time on the same or on such other date, in any event not later than [—] a.m.April 13, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) any withholding required by law, against payment except for (A) any withholding imposed on an Underwriter by reason of any connection between the Underwriter and a taxing jurisdiction, other than entering into this Agreement, receiving payments hereunder, performing its obligations hereunder or enforcing its rights hereunder, or (B) any withholding imposed by reason of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through failure by an Underwriter to comply with a request to provide certification, information, documents or other evidence concerning the facilities nationality, residence, identity or status of The Depository Trust Companythe Underwriter, to make any declaration or similar claim or to satisfy any other reporting requirement required by a statute, treaty, regulation or administrative practice of the jurisdiction imposing such withholding or taxes as a precondition to exemption from all or part of such withholding or taxes.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ l ], 20102021, or at such other time on the same or such other date, no not later than five business days after [ l ], 2021, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.[ l ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2021, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The amount of the Purchase Price payable by the Underwriters to any Seller shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the initial transfer of the Shares to the Underwriters duly paidpaid and (ii) any tax withholding required by law, against payment provided that the amount of the Purchase Price therefor. The Firm Shares and Additional Shares any such reduction or withholding shall be delivered through treated for all purposes of this Agreement as having been paid to the facilities Seller in respect of The Depository Trust Companywhom such reduction or withholding was made.

Payment and Delivery. Payment for the Firm Shares and Warrants to be sold by each Selling Stockholder shall be made to the Company by the wire transfer of in Federal or other immediately available funds to an account designated by the order of the Company Selling Stockholders against delivery of such Firm Shares and Warrants for the respective accounts of the several Underwriters at [—] 7 a.m., New York City time, California time on February [—*], 20101999, or at such other time on the same or such other date, no not later than five business days after [*], 1999, as shall be designated in writing by you. Payment of the date of this Agreement as the Underwriters and Warrant Exercise Price for Warrant Shares shall be made in Federal or other immediately available funds to an account designated by the Company may agree upon in writingon the same such date. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by KKR Associates shall be made to the Company by the wire transfer of in Federal or other immediately available funds to the order of the Company an account designated by KKR Associates against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 7 a.m., New York City time, California time on the date specified in the 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 March [—] a.m.*], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares, Warrant Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares, Warrant Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Warrants and Securities to the Underwriters duly paidpaid (subject to the provisions of Section 7 hereof), against payment of the Purchase Price, Warrant Purchase Price and Warrant Exercise Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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