Common use of Payment Clause in Contracts

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________[ ] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price forprice, and against delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for the Initial Securities shall be made at the offices of [_______________[ ] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forprice, and delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. (a) Payment of principal, interest, revenue and the purchase price forStep-up Consideration in respect of the Notes, and delivery ofif any, the Initial Securities shall will be made upon presentation of the Note and against surrender of the relevant Coupon appertaining thereto at any specified office of the offices of [_______________] or at such other place as shall be agreed upon Paying Agent by transfer to a euro account maintained by the Representatives payee with a bank within the EU. All such payments are subject to any fiscal or other laws and regulations applicable in the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date place of payment and delivery being herein called “Closing Time”). In addition, in any FATCA Withholding. (b) At the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned officesFinal Maturity Date, or at such other place as shall earlier date on which the Notes become due and payable, the Notes should be agreed upon by presented for payment together with all unmatured Coupons appertaining thereto, failing which the Representatives and the Companyfull amount of any such missing unmatured Coupons (or, on each Date of Delivery as specified in the notice case of payment not being made in full, that proportion of the full amount of such missing unmatured Coupons which the sum of principal so paid bears to the total amount of principal due) will be deducted from the Representatives to sum due for payment. Each amount so deducted will be paid in the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, manner mentioned above against delivery to the Representatives through the facilities of DTC for the respective accounts surrender of the Underwriters relevant missing Coupon at any time before the expiry of five years following the due date for payment of such principal (whether or not such Coupons would have become unenforceable pursuant to Condition 8). (c) If the relevant Notes Payment Date is not a day on which banks are open for business in the place of presentation of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized relevant Note and Coupon (a "Local Business Day") the Representatives, for its account, to accept delivery of, receipt for, and make payment holder of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but Note shall not be obligated to) make entitled to payment until the next following Local Business Day, or to any interest or other payment in respect of such delay, provided that in the case of payment by transfer to a euro account as referred to above, the Paying Agent shall not be obliged to credit such account until the day on which banks in the place of such account is open for business immediately following the day on which banks are open for business within the EU. The name of the purchase price for Paying Agent and details of its offices are set out on the Initial Securities last page of the Prospectus. (d) The Issuer reserves the right at any time to vary or terminate the Option Securities, if any, appointment of the Paying Agent and to appoint additional or other paying agents provided that no paying agents located in the United States of America will be purchased by appointed and the Issuer will at all times maintain a paying agent having a specified office in the European Union that will not be obliged to withhold or deduct any Underwriter whose funds have not been received by tax pursuant to EC Council Directive 2003/48/EC. Notice of any termination or appointment of a Paying Agent and of any changes in the Closing Time or specified offices of the relevant Date of Delivery, as Paying Agent will be given to the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderNoteholders in accordance with Condition 13.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 11) or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the CompanyCompany in accordance with Section 2(b). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, for the respective accounts of each of the Underwriters of for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually and not as representatives a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment ▇▇▇▇▇▇▇▇ shall be compensated for all services performed within the scope of this Agreement at the prices or rates set forth in Exhibit D. The prices stated for services include all taxes, except that Fidelity shall pay any state and local sales or use tax imposed thereon. Fidelity shall not pay for any services outside the scope of this Agreement unless Fidelity has authorized in writing these additional services in advance. ▇▇▇▇▇▇▇▇'▇ invoices for services shall be due and payable thirty (30) days after receipt. If, in reviewing an invoice, Fidelity in good faith believes there is a mistake with the invoice, it shall notify ▇▇▇▇▇▇▇▇ within ten (10) days of receipt of the purchase price forinvoice. Once Fidelity has so notified ▇▇▇▇▇▇▇▇, and delivery ofits obligation to pay the disputed portion of the invoice shall be suspended. Within ten (10) days of receiving such a notice from Fidelity, ▇▇▇▇▇▇▇▇ shall respond to Fidelity's notice. Thereafter, the Initial Securities parties shall be made at work together in good faith to resolve the offices issue. Upon resolution of [_______________] or at such other place as shall be agreed upon the issue by the Representatives and the Companyparties, at 9:00 A.M. (Eastern time) Fidelity shall make any payment due on the third invoice within ten (fourth, if the pricing occurs 10) days after 4:30 P.M. such resolution. Failure of Fidelity to fully pay any undisputed invoiced amount within sixty (Eastern time60) on any given day) business day days after the date hereof (unless postponed in accordance with of the provisions invoice shall be deemed a material breach of Section 10)this Agreement. Any invoices that do not conform to this Agreement may be returned unpaid to ▇▇▇▇▇▇▇▇ until such time as the invoice is revised to conform to this Agreement and is resubmitted to Fidelity. The terms and conditions of this Agreement shall prevail over any additional or conflicting terms included on ▇▇▇▇▇▇▇▇'▇ acknowledgments, invoices, or other similar billing documents SECTION 5 REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ hereby represents and warrants to Company as follows: (a) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Georgia. (b) It is empowered under applicable laws and by its articles of organization and operating agreement to enter into and perform the services contemplated in this Agreement. (c) All requisite proceedings have been taken to authorize it to enter into and perform the services contemplated in, and execute and deliver, the Agreement. (d) It has duly executed and delivered this Agreement and neither such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment execution and delivery being herein called “Closing Time”)nor the performance by it of any of its obligations under this Agreement will (i) violate any provision of its articles of association or operating agreement, (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or (iii) violate any law, rule or regulation of any governmental body, writ, judgment, injunction or court decree (collectively, "Laws") applicable to it or its business. (e) It has all licenses, permits, registrations and other governmental approvals necessary or advisable for the performance of its obligations under this Agreement. (f) Its business operations have been conducted, are now, and will continue to be in compliance in all material respects with all Laws. (g) In its reasonable business judgment, it has the facilities, equipment and personnel necessary to carry out its duties and obligations under this Agreement. In additionNotwithstanding the above warranties and representations, Company acknowledges that ▇▇▇▇▇▇▇▇ is not licensed to do business in any jurisdiction outside of the event that United States of America. If any of the Policies cover Participants resident outside of the United States at time of issue, or if any of the Polices or Products are licensed to be sold outside the United States, Company shall notify ▇▇▇▇▇▇▇▇ and shall provide ▇▇▇▇▇▇▇▇ with all information necessary for ▇▇▇▇▇▇▇▇ to comply with any statutes, rules or regulations of such foreign jurisdiction which may apply to ▇▇▇▇▇▇▇▇. Company shall, at its expense, obtain for ▇▇▇▇▇▇▇▇ all foreign licenses, registrations or other authorizations necessary for ▇▇▇▇▇▇▇▇ to continue to provide the Administration Services for all of the Option Securities are purchased by the UnderwritersPolicies, payment of the purchase price for, Products and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place Participants as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations contemplated hereunder.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] On or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives prior to the Company. Payment Closing Date, each Purchaser shall be made deliver to the Company by the Subscription Amount via wire transfer of immediately available funds to a bank an account designated in writing by the Company, against delivery Company or by other means approved by the Company on or prior to the Representatives through Closing Date. At the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price forClosing, the Initial Securities and the Option SecuritiesCompany shall deliver to such Purchaser against payment a book-entry statement (or, if anyrequested by the Purchaser, which it has a certificate) from the Transfer Agent evidencing the number of Securities set forth opposite such Purchaser’s name on Annex A, registered in the name of such Purchaser (or its nominee in accordance with its delivery instructions), free and clear of any liens or restrictions (other than those arising under state and federal securities laws and bearing the legend set forth in Section 4.1(b), provided that the original of any certificate shall be delivered to such Purchaser as promptly as practicable after the Closing Date but in no event more than three (3) Business Days after the Closing Date); provided that, notwithstanding anything in this Agreement to the contrary and as may be agreed to purchase. The Representativesamong the Company and one or more Purchasers, individually and not as representatives of the Underwriters, may (but a Purchaser shall not be obligated to) make payment required to wire its Subscription Amount as set forth on Annex A until it confirms receipt of a book-entry statement from the Company’s transfer agent evidencing the issuance of the purchase price Securities to such Purchaser on and as of the Closing Date. If a Purchaser has delivered the Subscription Amount prior to the Closing Date, and the Closing does not occur for any reason on or prior to the fifth (5th) Business Day following the expected Closing Date, the Company shall promptly (but not later than one (1) Business Day thereafter) return the Subscription Amount to such Purchasers by wire transfer of United States dollars in immediately available funds to the account specified by such Purchaser, and any book entries for the Initial Securities shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 6.18, such return of funds shall not terminate this Agreement or relieve the Option SecuritiesPurchasers of their respective obligations to purchase the Securities at the Closing. Notwithstanding anything in this Agreement to the contrary and as may be agreed to among the Company and one or more Purchasers, if any, a Purchaser that is a mutual fund and subject to regulations related to the timing of funding and the issuance of securities thereunder or a Purchaser that has internal policies and/or procedures relating to the timing of funding and issuance of securities thereafter shall not be purchased by any Underwriter whose funds have not been received by required to wire its respective portion of the Subscription Amount as set forth on Annex A until it confirms receipt of a book-entry statement from the Company’s transfer agent evidencing the issuance of the Securities to such Purchaser on and as of the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderDate.

Payment. Payment (a) Buyer shall pay the amount of the purchase price foreach Monthly Statement, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on than any given day) business day after the date hereof (unless postponed amount thereof that is disputed in accordance with the provisions of Section 10)clause (d) below, or such other time not no later than ten business days after the 5th Day following receipt by Buyer of such Monthly Statement. If the due date as for payment is not a Business Day, then the due date for payment shall be agreed upon by the Representatives and immediately succeeding Business Day. Any adjustments necessary to reconcile the Company (such time and resolution of a disputed amount with the amount actually paid shall be paid within five Days following resolution of the disputed amount. Any adjustments, whether for overpayment or underpayment, for disputed amounts shall bear interest at the Base Rate from the date of payment and delivery being herein called “Closing Time”). In addition, in the event that any overpayment or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Deliveryunderpayment, as the case may be, but until the actual date of payment. (b) In the event that any amount reflected in any statement or invoice is not paid when due, other than any amount thereof that is disputed in accordance with clause (d) below, such unpaid amount shall bear interest from and including the Day following the due date therefor up to and including the date when payment is made, at the Default Rate. (c) If Buyer fails to make payment of any amount of any Monthly Statement, other than any amount thereof that is disputed in accordance with clause (d) below, on or before the later of (i) the 60th Day after such payment is due and (ii) the 30th Day after notice by Seller of such non-payment, Seller shall not relieve have the right to suspend deliveries of Feedstock hereunder to Buyer until such Underwriter payment is made. (d) Seller and Buyer, as the case may be, may withhold payment of all or any portion of any amount reflected as owing by such Party in any statement or invoice received from the other Party to the extent that the receiving Party disputes payment of such amount or such portion thereof in good faith. For the avoidance of doubt, as to any Monthly Statement, Buyer may withhold payment as to any disputed amount, including to account for any credit Buyer believes it is owed with respect to the purchase, sale or delivery of Feedstock, or the failure thereof. In the event of such a dispute, the disputing Party shall promptly notify the other Party, stating its obligations hereunderreason for disputing such amount and, to the extent available, providing reasonable supporting documentation therefor. (e) Buyer may dispute a Monthly Statement or any portion thereof, by notice to Seller, up to one calendar year following receipt of such Monthly Statement; provided that if Buyer fails to deliver such notification within such period, Buyer shall be deemed to have waived the right to dispute the applicable Monthly Statement.

Payment. Payment of the purchase price for, and delivery ofof certificates or security entitlements for, the Initial Securities Closing Shares and Pre-Funded Warrants shall be made at the offices of [_______________] Underwriter’s Counsel, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (Eastern New York City time) on the third first (fourthsecond, if the pricing occurs after 4:30 4:00 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Closing Shares at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Pre-Funded Warrants shall be delivered to the Representative in definitive form, registered in such names and in such denominations as the Representative shall request in writing not later than the Closing Time. The Pre-Funded Warrants will be made available for inspection by the Representative on the business day prior to the Closing Time. In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates or security entitlements for, such Option Securities Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Delivery of the Option Shares on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Closing Shares, the Pre-Funded Warrants and the Option SecuritiesShares, if any, which it has agreed to purchase. The RepresentativesTitan Partners, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Closing Shares, the Pre-Funded Warrants, if any, or the Option SecuritiesShares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, the Initial Firm Securities shall be made at the offices of [_______________] Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Optional Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Optional Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC the Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Firm Securities and the Option Optional Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Firm Securities or the Option Optional Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of Merchant shall always maintain an open Account. Merchant authorizes Processor to (i) debit and/or credit the purchase price forAccount to settle any and all fees and other amounts due Processor under this Agreement, and delivery of(ii) debit the Account in accordance with the Merchant’s pre-authorized debit agreement (“PAD Agreement”). Merchant shall always maintain the Account with sufficient cleared funds to meet its obligations under this Agreement. In the event Merchant desires an Account Change, the Initial Securities Merchant shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. give Processor thirty (Eastern time30) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed days prior written notice in accordance with the provisions of Section 10)17 of any such change, and Processor shall use reasonable commercial efforts to effect such Account Change; however, such Account Change shall not be effective until the date on which Processor actually makes such Account Change on Processor’s system. In no event shall Processor have any liability for any amounts directed to an Account that has been designated by any purported representative of Merchant or such other its Merchant Supplier at any time not later than ten business days after such date as during the term of this Agreement, regardless of any Account Change. All amounts due Processor under this Agreement shall be paid without set-off or deduction, and shall be due from Merchant as of the date that they become due under this Agreement. Any fees not collected from Merchant by Processor when due shall bear interest at 12% per year but in no event more than the highest rate permitted by law. The acceptance by Processor, Processor's affiliate or other financial institution of Merchant's closing (or termination of) its Account shall not constitute a mutually agreed upon by the Representatives termination of this Agreement. Without under this Agreement, including but not limited to, ▇▇▇▇▇▇▇▇’s right to receive any payments or funds. Neither Processor nor Member Bank shall be obligated to honor any such purported attempt to sell, assign, transfer or encumber such interest, rights, payments or funds unless both Processor and the Company (such time and date of payment and delivery being herein called “Closing Time”)Member Bank consent in writing. In additionthe event Merchant breaches this paragraph, then, in addition to any other rights and remedies Processor may have under this Agreement and otherwise, Processor shall have the event that right, at its option, to withhold any or all funds or payments which would otherwise be payable to Merchant under this Agreement until it shall have received instructions concerning the disposition of the Option Securities are purchased such payments or funds, satisfactory in form and substance to Processor and signed by the Underwritersboth Merchant and any purported assignee. ▇▇▇▇▇▇▇▇ shall indemnify Processor and hold it harmless from and against any and all claims, payment of the purchase price for, liabilities and delivery of, such Option Securities shall damages which may be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, asserted against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased Processor by any Underwriter whose funds have not been received by the Closing Time purported assignee or the relevant Date any other person arising out of DeliveryMerchant’s purported sale, as the case may beassignment, but such payment transfer or encumbrance of all or any of Merchant’s present or future rights under this Agreement. Without limitation, this provision shall not relieve such Underwriter from its obligations hereundersurvive termination of this Agreement.

Payment. Payment Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default: (a) The Issuer shall, not later than 10:00 am (London time) on a day which is one Business Day prior to the Business Day on which any payment in respect of the purchase price forNotes becomes due, pay to such account of the Paying Agent as the Paying Agent shall specify in Euros in immediately available funds on each due date for the payment of principal and/or interest and/or other amounts referred to in Section 4.01 of the Indenture in respect of the Notes, an amount sufficient (together with any funds then held by the Paying Agent and delivery ofavailable for the purpose) to pay all principal and interest and/or other amounts referred to in Section 4.01 of the Indenture due in respect of the Notes on such date; provided that if any such date is not a Business Day, the Initial Securities such payment shall be made at on the offices next succeeding date which is a Business Day. As used in this Agreement, “Business Day” shall have the meaning as set forth in the Notes. (b) The Issuer hereby authorizes and directs the Paying Agent from funds so paid to the Paying Agent to make payments of [_______________] or at such other place as shall be agreed upon by all amounts due on the Representatives Notes in accordance with the terms of the Notes, the Indenture and the Company, at 9:00 A.M. (Eastern timeprovisions of this Agreement. If any payment provided for in clause 5(a) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed is made late but otherwise in accordance with the provisions of Section 10this Agreement, the Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by the Paying Agent of such payment. (c) If the Paying Agent has not, on the date on which any payment is due to be made to the Paying Agent pursuant to clause 5(a), or such other time not later than ten business days after received the full amount payable in respect thereof on such date but receives such full amount later, together with accrued interest (if any) in accordance with the Indenture, it shall forthwith so notify the Issuer and the Trustee. Unless and until the full amount of any such principal or interest payment has been made to it, the Paying Agent will not be bound to make such payments. (d) Without prejudice to clause 5(b), if the Paying Agent pays out on or after the due date therefor (other than as shall be agreed upon a result of its own gross negligence or willful misconduct) to persons entitled thereto, or becomes liable to pay out, any amounts on the assumption (which is not negated by reasonable evidence to the contrary) that the corresponding payment by the Representatives Issuer has been or will be made, the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Company Paying Agent on such amount from (such time and including) the date on which it is paid out to (but excluding) the date of payment reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and delivery being herein called “Closing Time”). In addition, in the event that any or all expressed as a rate per annum. (e) Payment of only part of the Option Securities are purchased by the Underwriters, payment amount payable in respect of the purchase price for, and delivery of, such Option Securities shall a Note may only be made at the above-mentioned offices, discretion of the holder(s) of such Note (except as the result of a withholding or at such other place as shall be agreed upon deduction for or on account of any taxes permitted by the Representatives and Indenture). If at any time a Paying Agent makes a partial payment in respect of any Note presented to it, it shall inform the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts Registrar of the Underwriters same such that the Registrar may record the same on the register of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderNotes.

Payment. Payment (a) In order to provide for the payment of principal of and interest on the purchase price for, Notes as the same shall become due and delivery ofpayable, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Issuer hereby agrees to pay to the Company. Payment shall be made to the Company Principal Paying Agent by wire transfer of immediately available funds to a bank account designated by the Company, against delivery for credit to the Representatives through account of the facilities Fiscal Agent as specified in Section 4(c) hereof prior to 10:00 a.m., New York City time, on each interest payment date or the maturity date (including a date fixed for redemption) of DTC Notes, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of public and private debts, an amount which (together with any funds then held by any Paying Agent or the purchase price for, the Initial Securities Registrar and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price available for the Initial Securities purpose) shall be sufficient to pay the interest or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time principal or the relevant Date of Deliveryboth, as the case may be, but becoming due on such date; provided, however, that if such date is not a Business Day, the Issuer shall make such payment on the next succeeding Business Day without any further interest or other amounts being paid or payable in connection therewith. A “Business Day” is any day which is not, in London, England, New York City or the place of payment of such interest or principal, a Saturday, Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law to close. The Fiscal Agent shall, upon receipt, apply such amounts to the payment due on such date and, pending such application, such amounts shall be held in trust by the Fiscal Agent for the benefit of the persons entitled thereto. (b) In order to provide for the payment of any amount that the Guarantor is required by the terms of the Guarantee to pay or cause to be paid in respect of the Notes outstanding and any and all other amounts under this Agreement, as and when such amounts become due and payable pursuant to the Guarantee, the Guarantor hereby agrees, pursuant to the Guarantee, to pay that amount or to cause that amount to be paid to the Fiscal Agent at or prior to 10:00 a.m., New York City time, on the date for payment thereof as provided in the Guarantee. Any payment in full made by the Guarantor to the Fiscal Agent pursuant to this Section 4(b) or the corresponding provisions of the Guarantee shall constitute a full, irrevocable and unconditional discharge of the Guarantor’s obligations under the Guarantee, pro tanto, subject to the terms and conditions thereof. (c) Payments to the Fiscal Agent by wire transfer of immediately available funds as provided in Section 4(a) or 4(b) hereof shall be made in US dollars to such account with such bank in New York City as the Fiscal Agent may from time to time notify to the Issuer and the Guarantor in writing no less than 10 Business Days in advance of the time any such payment is due and payable. (d) The Issuer and the Guarantor shall procure that the bank through which any payments due hereunder are to be made will supply the Fiscal Agent by 10:00 a.m., New York City time, one Business Day prior to the due date for any such payment, an irrevocable confirmation (by tested telex, facsimile or Swift MT 100 Message) of its intention to make such payment. (e) The Fiscal Agent and each other Agent that receives an amount paid to it hereunder for payment to the registered holders (directly or through another Agent) shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers; provided, however, that: (i) it shall not relieve exercise against any of the Issuer or the Guarantor any lien, right of set-off or similar claim in respect thereof except for unpaid amounts due and payable to it under Section 8 hereof; and (ii) it shall only apply all such Underwriter amounts to make payments under the Notes or to another Agent, as applicable, or as otherwise expressly provided in Section 4(h). (f) Upon the Issuer and the Guarantor being discharged from its their respective obligations hereunderto make payments in respect of any Notes pursuant to the Conditions and provided that there is no outstanding, bona fide and proper claim in respect of any such payments, the Fiscal Agent shall forthwith on demand pay to the Issuer or the Guarantor, as the case may be, an amount equal to any amounts paid to it by the Issuer or the Guarantor, as the case may be, for the purposes of such payments. (g) If the Issuer or the Guarantor becomes liable to pay additional amounts pursuant to Section 3 of the Conditions (all such amounts being referred to as “Additional Amounts”), then at least five Business Days prior to the date of any payment by the Issuer or the Guarantor of principal or interest on the Notes, the Issuer or the Guarantor, as the case may be, will furnish the Fiscal Agent with a certificate which specifies the amount required to be withheld, if any, on such payment to registered holders of the Notes and the Additional Amounts, if any, due to such holders, and will pay to the Fiscal Agent such Additional Amounts as shall be required to be paid to such holders. All references in this Agreement to principal and interest, if any, in respect of Notes shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any, payable in respect of such Notes as set forth in the Conditions. (h) The Fiscal Agent shall be under no obligation whatsoever to make any payment until it receives funds from the Issuer or the Guarantor. However, if the Fiscal Agent pays out, or becomes liable to pay out, funds on or after the due date of payment therefor on the assumption that the corresponding payment by the Issuer or the Guarantor has been or will be made and such payment has in fact not been so made by the Issuer or the Guarantor, the Issuer or the Guarantor shall on demand reimburse the Fiscal Agent for such funds, including interest on such amount from the date on which it was paid out to the date of reimbursement at a rate per annum equal to the cost of the Fiscal Agent of funding the amount paid out, as certified by the Fiscal Agent, expressed as a rate per annum. (i) Subject to the Issuer’s compliance with Section 4(a) hereof or the Guarantor’s compliance with Section 4(b) hereof, as the case may be, and subject to and in accordance with the Conditions, the Fiscal Agent will pay or cause to be paid on behalf of the Issuer, or the Guarantor, as the case may be, on and after each due date therefor the amounts due in respect of the Notes. If any payment provided for in such Section 4(a) is made late but otherwise in accordance with this Agreement, the Fiscal Agent will nevertheless endeavor to make such payment in respect of the Notes. However, unless and until the full amount of any such payment has been made to the Fiscal Agent, the Fiscal Agent will not be bound to make such payments.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Securities shall be made at the offices of [_______________] the Guarantor, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyGuarantor, at 9:00 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company Guarantor (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company at the Closing Time by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesGoldman, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company and the Guarantor understand that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered. The Company and the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

Payment. Payment The Contractor’s official invoice should be sent promptly to the Company after the provision of the purchase price forServices to the address indicated in the Purchase Order or Request for Services, unless otherwise instructed and delivery of, must show: the Initial Securities Company’s Purchase Order number (if applicable); The Contractor’s invoice number; a full description of the Services provided; the full details of the Price; current VAT requirements; the Request for Services originator (if applicable). Failure to include such information with the invoice will entitle the Company to delay payment until such information is provided. The Company shall make payment (subject to deduction of any Disputed Amounts (as defined in Condition 9.5) against each invoice within thirty (30) days after the receipt by the Company of the invoice and all information required under Condition 9.1 (the "Due Date for Payment"). If the Contractor fails to provide any of the information or documents that it should have provided in complying with its obligations under Condition 9.1 then the Company may reject the invoice. Payment by the Company shall be made at without prejudice to any claims or rights which the offices of [_______________] or at such other place as Company may have against the Contractor and shall be agreed upon not constitute any admission by the Representatives Company as to performance by the Contractor of its obligations under the Contract. The Company shall have the right to amend the procedure for submission of invoices by the Contractor if it deems necessary. This may involve, but shall not be limited to, varying the batching, frequency/timescale, computerised invoicing, documentation requirements, etc. The Contract Administrator shall give the Contractor written notification of any such amendment and the CompanyContractor shall comply within fourteen (14) days of receipt of the notification. If the Company disputes in good faith its obligations to pay part or all of an invoice submitted by the Contractor under this Contract (the “Disputed Amount”), at 9:00 A.M. (Eastern time) on then the third (fourth, if following provisions shall apply: The Company shall pay the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after undisputed amount to the date hereof (unless postponed Contractor in accordance with the provisions of Section 10)this Condition 9; The Company shall notify the Contractor before the payment becomes due of the Disputed Amount and the reasons why it considers it is not obliged to pay the Disputed Amount; The Company’s failure to pay the Disputed Amount, pending resolution of the dispute, will not be a breach of this Contract; Where the Company has notified the Contractor under Condition 9.5.2 that there is a Disputed Amount, the Contractor must notify the Company within five (5) Business Days following receipt of that notification if it does not agree with the Company’s position (as notified to it under Condition 9.5.2) and the reasons why it does not agree; failing which the Contractor will be deemed to agree that the Disputed Amount is not payable; The Parties shall refer to the dispute resolution procedure under Condition 14 the issue of whether or such other time not later than ten business days after such date as shall be agreed upon how much of the Disputed Amount is payable to the Contractor; Upon the payment of the Disputed Amount which is payable by the Representatives and the Company (such time if any) being determined through the dispute resolution procedure under Condition 14, the Company must pay that amount to the Contractor, within fifteen (15) Business Days of receipt of a corrected invoice from the Contractor for the Disputed Amount (or relevant part of it) as so determined; and date of payment Where the Contractor agrees, or it is determined, that an invoice contains an error, and delivery being herein called “Closing Time”). In additiona subsequent invoice contains an equivalent error, in the event that Company will be under no obligation to pay any or all part of the Option Securities are purchased by subsequent invoice until the Underwriterserror has been rectified and a correct invoice has been submitted and, for the avoidance of doubt, the time allowed for payment of the purchase price forcorrect invoice under this clause will run from the date on which it is re-presented correctly. Value Added Tax, and delivery ofwhere applicable, such Option Securities shall be made shown separately on all invoices at the above-mentioned offices, or at such other place as prevailing rate. The Company shall be agreed upon by the Representatives and the Companyentitled to off-set against any invoice, on each Date of Delivery as specified in the notice from the Representatives any monies due to the Company. Payment shall be made to Contractor under the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC Purchase Order or Request for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Services or the Option Securities, if any, to be purchased by under any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderother contractual arrangement.

Payment. Payment Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default (as defined in the Base Indenture) of the purchase price forIssuer: (a) The Issuer shall, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. not later than 10:00 am (Eastern London time) on the third Business Day on which any payment in respect of the Notes becomes due, pay to such account of the Paying Agent as the Paying Agent and shall specify in Euros in immediately available funds on each due date for the payment of principal and/or interest and/or other amounts referred to in Section 2.07 of the Supplemental Indenture in respect of the Notes, an amount sufficient (fourthtogether with any funds then held by the Paying Agent and available for the purpose) to pay all principal and interest and/or other amounts referred to in Section 2.07 of the Supplemental Indenture due in respect of the Notes on such date; provided that if any such date is not a Business Day such payment shall be made on the next succeeding date which is a Business Day. As used in this Agreement, if “Business Day” shall have the pricing occurs after 4:30 P.M. meaning as set forth in the Supplemental Indenture. (Eastern timeb) The Issuer hereby authorises and directs the Paying Agent from funds so paid to the Paying Agent to make payment of all amounts due on the Notes in accordance with the terms of the Notes, the Indenture and the provisions of this Agreement. If any given daypayment provided for in clause 5(a) business day of this Agreement is after the date hereof (unless postponed specified therein but otherwise in accordance with the provisions of Section 10)this Agreement, the Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by the Paying Agent of such payment. (c) If the Paying Agent has not, on the date on which any payment is due to be made to the Paying Agent pursuant to clause 5(a) of this Agreement, received the full amount payable in respect thereof on such date but receives such full amount later, together with accrued interest (if any) in accordance with the Indenture, it shall forthwith so notify the Issuer and the Trustee. Unless and until the full amount of any such principal or interest payment has been made to it, the Paying Agent will not be bound to make such payments. (d) Without prejudice to clause 5(b) of this Agreement, if the Paying Agent pays out on or after the due date therefor (other than as a result of its own negligence or wilful misconduct or that of its directors, officers, employees or agents) to persons entitled thereto, or such other time becomes liable to pay out, any amounts on the assumption (which is not later than ten business days after such date as shall be agreed upon negated by reasonable evidence to the contrary) that the corresponding payment by the Representatives Issuer has been or will be made, the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Company Paying Agent on such amount from (such time and including) the date on which it is paid out to (but excluding) the date of payment reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and delivery being herein called “Closing Time”). In addition, in the event that any or all expressed as a rate per annum. (e) Payment of only part of the Option Securities are purchased by the Underwriters, payment amount payable in respect of the purchase price for, and delivery of, such Option Securities shall a Note may only be made at the above-mentioned offices, discretion of the relevant Noteholder(s) (except as the result of a withholding or at such other place as shall be agreed upon deduction for or on account of any taxes permitted by the Representatives and Indenture). If at any time the CompanyPaying Agent makes a partial payment in respect of any Note presented to it, on each Date of Delivery as specified in it shall inform the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts Registrar of the Underwriters same such that the Registrar may record the same on the register of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderNotes.

Payment. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities shall be made in the case of Securities in registered form, at the offices of [_______________] Agent], [address], or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 9:30 A.M. (Eastern timeTime) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “the "Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for their respective accounts or, if applicable, for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by themthem (unless such Underwritten Securities are issuable only in the form of one or more global securities registered in the name of a depositary or a nominee of a depositary, in which event the Underwriters' interest in such global certificate shall be noted in a manner satisfactory to the Underwriters and their counsel). It is understood that each Underwriter has authorized the Representatives, for its accounttheir respective accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. The Representatives[Agent] and [Agent], individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery ofof certificates or security entitlements for, the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, CA 94025, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Stockholder, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriter and the Company and the Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery ofof certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives Underwriter to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a the bank account designated accounts specified by the Company, Selling Stockholder in writing to the Underwriter against delivery to the Representatives through the facilities of DTC Underwriter for the respective accounts account of the Underwriters Underwriter of certificates or security entitlements for the Underwritten Securities to be purchased by them. It is understood that each The Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any the Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, for the Initial Preferred Securities shall be made at the offices of [_______________] Bryan Cave LLP, St. Louis, Missouri, or at such other place as shall be agreed upon b▇ ▇▇▇▇▇▇ ▇pon by the Representatives Underwriters and the CompanyOfferors, at 9:00 A.M. 10:00 a.m. (Eastern Central time) on the third business day (fourthor, if the pricing occurs after 4:30 P.M. p.m. (Eastern time) on any given day, the fourth business day) business day after the date hereof of this Agreement (unless postponed in accordance with the provisions of Section 1010 of this Agreement), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Underwriters and the Company Offerors (such time and date of payment and delivery being herein in this Agreement called “the "Closing Time”"). In addition, in the event that if any or all of the Option Optional Preferred Securities are purchased by the Underwriters, then payment of the purchase price for, and delivery of, for such Option Optional Preferred Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, Offerors on each Date of Delivery as specified in the notice from the Representatives Underwriters to the CompanyOfferors. Payment shall be made to the Company Trust by wire transfer of immediately available funds funds, to the order of the Trust, to a bank account designated by the Company, against delivery to the Representatives through the facilities Underwriters of DTC certificates for the respective accounts of the Underwriters of the Underwritten Preferred Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesLegg Mason, for its account, to accept delivery of, receipt for, and make payment m▇▇▇ p▇▇▇▇▇t of the purchase price Purchase Price for, the Initial Preferred Securities and the Option Optional Preferred Securities, if any, which it has agreed to purchase. The RepresentativesLegg Mason, individually and not as representatives representative of the Underwriters, may ▇▇y (but ▇▇▇ shall not be obligated to) make payment of the purchase price for the Initial Preferred Securities or the Option Optional Preferred Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] Sidley Austin LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: A portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Company by wire transfer Initial Securities) shall be deposited in the Trust Account pursuant to the terms of immediately available funds the Trust Agreement along with the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to a bank account designated by equal the Company, against product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Initial Securities through the facilities of DTC The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the respective accounts account of the Underwriters Underwriter. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Underwritten Securities Company will permit the Representative to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, examine and make payment of the purchase price for, package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. Payment by the Underwriter for the Initial Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by or at the direction of the Company into the Trust Account, in each case at least one business day prior to the Closing Time and in accordance with the terms of the Private Placement Agreement. Payment for the Option SecuritiesSecurities on each Date of Delivery, if any, which it has agreed to purchase. The Representatives, individually and not shall be made as representatives of the Underwriters, may (but shall not be obligated to) make payment of follows: the purchase price for the Initial Option Securities or set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement, if anyalong with the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal the product of the number of Units sold in the public offering and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the account of the Underwriter. The Option Securities shall be purchased by any Underwriter whose funds have not been received by registered in such name or names and in such authorized denominations as the Closing Time or Representative may request in writing at least two business days prior to the relevant Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. Payment by the Underwriters for the Option Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by or at the direction of the Company into the Trust Account, in each case at least one business day prior to the applicable Date of Delivery and in accordance with the terms of the Private Placement Agreement. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The total amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as the case may be, but shall be necessary to cause such payment shall not relieve such to be made promptly. The Underwriter from its obligations hereunderhereby agrees that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. Payment (a) The contract price is to be paid by the Customer no later than 30 days from date of invoice (unless alternative payment period is agreed in writing between the Company and the Customer. The Company shall make the goods available for collection by the Customer from the Company’s premises and accordingly the prices of all goods are based on delivery FCA. If the Customer delays taking delivery of the purchase price for, and goods beyond the agreed delivery ofdate, the Initial Securities shall goods may be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives invoiced and the Companypayment due 30 days thereafter, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and reserves the right to charge the Customer reasonable storage or delivery being herein called “Closing Time”). In addition, in the event that costs for any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Companygoods ready for collection. Payment shall be made to the Company and the Company’s official receipt shall be the only acknowledged discharge of the debt. The Customer shall not be entitled to withhold payment of any amount due to the Company by wire transfer reason of any payment credit set off counterclaim allegation of incorrect or defective goods or work or for any reason whatsoever which the Customer may allege excuses it from performing any obligation under the contract. Interest shall accrue on any amount as remains outstanding after the period of 30 days at the rate of 2.5% per month calculated from day to day or at the rate of interest prescribed by law whichever is higher. (b) If the Customer does not take delivery of all of the goods ordered by the Customer in a contract less than 12 months after the date of the contract, then the Company may in its sole discretion terminate such a contract immediately. On such termination all monies payable to the Company by the Customer under such a contract will be immediately available funds due irrespective of whether all goods ordered by the Customer in a contract have been supplied to a bank account designated the Customer. This clause 6 (b) shall not apply if the Customer does not receive all deliveries less than 12 months after the date of the contract due to the Company’s non-compliance with the delivery date provided by the Company, against delivery . (c) The Company and the Customer agree that the price for the goods is based on the Customer purchasing a minimum number of goods from the Company (“the Minimum Purchase Commitment”). If the Customer fails to purchase the Minimum Purchase Commitment from the Company within 12 months from the date of this contract the Customer shall pay to the Representatives through Company, the facilities difference between the total price of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be goods purchased by themthe Customer pursuant to the contract and the total sum payable under the Minimum Purchase Commitment. It is understood that each Underwriter has authorized In such circumstances, the Representatives, Company may also terminate this contract on notice with immediate effect and without liability thereof. (d) Time for its account, to accept delivery of, receipt for, and make payment of the purchase price forgoods shall be of the essence. (e) No payment shall pay be deemed to have been received until the Company has received payment in full and cleared funds. (f) The Customer shall pay for the goods in pounds sterling unless otherwise agreed by the Company in writing. (g) Any charges incurred for Bank transfers is the responsibility of the Customer. If payment does not cover such charges, the Initial Securities and company has the Option Securities, if any, which it has agreed right to purchase. The Representatives, individually and not as representatives of invoice such Bank charges to the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderCustomer.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company Special Provisions by wire transfer of immediately same day available funds or Automated Clearing House credit in U.S. dollars. Subject to the Marine Provisions (if applicable), the “Payment Date” shall be the date set forth for such payment in the Special Provisions, or if not specified in the Special Provisions, three (3) Business Days after Buyer’s receipt of Seller’s invoice and any supporting documents required to be delivered in accordance with this Section 9 and the Special Provisions, if applicable. Payments due on Saturdays or U.S. bank holidays (other than Mondays) shall be made on the preceding business day; payments due on Sundays or Monday bank holidays shall be made on the following business day; if payment is to be made under a bank account designated letter of credit, payment shall be made upon delivery and acceptance of the supporting documentation by the Companyissuer of the letter of credit. Unless otherwise specified in the Special Provisions, against all payments shall be supported by invoice from the Seller, setting forth the volume, price, kind and quality of the Products delivered for which payment is being made, and any applicable delivery tickets, transfer statements, bills of lading or other documentation establishing the legal transfer of title from Seller to Buyer. If any of such items are to be determined by Buyer, Buyer shall provide Seller with sufficient information to allow Seller to timely provide such an invoice. Where the applicable pricing mechanism or the availability of discharge quantities does not allow for the preparation of a final invoice prior to the Representatives through applicable Payment Date, the facilities Seller may issue and the Buyer shall make payment against a provisional invoice. Such provisional invoice shall, unless otherwise agreed to by the Parties, be based upon (a) the pricing information available to Seller at the time it issues such provisional invoice and (b) the mean of DTC any maximum or minimum quantity specified in the Special Provisions. Payment of any balance due by either Party to the other shall be made within three (3) Business Days of receipt of Seller’s final invoice which shall be prepared as soon as practicable after all relevant pricing and/or quantity information becomes available to Seller. Any amount payable by Buyer to Seller hereunder shall, if not paid when due, bear interest from the due date until the date payment is received by Seller at an annual rate (based on a 360-Day year) equal to the rate of two percentage points above the prime rate of interest effective for the respective accounts payment due date as published in The Wall Street Journal, but not more than the maximum rate of interest permitted under applicable law. Buyer shall pay such interest within five (5) Business Days following receipt of Seller’s invoice for such interest. If ▇▇▇▇▇, in good faith, disputes the accuracy of the Underwriters amount due in respect of a Contract, ▇▇▇▇▇ will timely pay the undisputed amount and provide a written explanation of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment nature of the purchase price fordispute along with supporting documentation acceptable in industry practice. If it is determined that Buyer owes the disputed amount, then Buyer shall pay interest in accordance with this Section on such disputed amount from and including the Initial Securities and originally scheduled due date to but excluding the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderdate paid.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] White & Case LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale 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 to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representative for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery of, such the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company, against Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Payment. During the term of this Agreement, unless otherwise agreed by the Parties, the Project Company shall pay the O&M Contractor in arrears: the Contract Price for the proper performance of the O&M Services in Regular Payment Instalments;40 the price agreed between the Parties pursuant to Clause 3.3 (Additional Services) for the proper performance of any Additional Services completed during the relevant month or quarter (as applicable), if any; and any other costs which the O&M Contractor is entitled to recover from the Project Company under this Agreement, together the "Price". The O&M Contractor shall submit an itemised invoice (complying with all VAT or sales tax (or equivalent) invoicing requirements) to the Project Company Representative, detailing each component of the Price for the preceding month or quarter (as applicable) no later than ten (10) Business Days following the end of each month or quarter (as applicable). Payment of each invoice submitted by the purchase price for, and delivery ofO&M Contractor pursuant to this Agreement shall become due on receipt of such invoice (the "Due Date for Payment"). The final date for payment by the Project Company in relation to each invoice shall be twenty (20) Business Days from the Due Date for Payment (the "Final Date for Payment"). No later than five (5) Business Days after the Due Date for Payment specified in Clause 17.3, the Initial Securities Project Company shall be made at give a notice to the offices of [_______________] or at such other place as shall be agreed upon by O&M Contractor specifying the Representatives sum the Project Company considers is due and the Company, at 9:00 A.M. basis on which it is calculated. If the Project Company intends to pay less than the amount specified in any invoice issued pursuant to this Agreement (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10including a Response Time Price Adjustment), or such other time it shall provide a notice of the same to the O&M Contractor not later than ten business days after such date as five (5) Business Days before the Final Date for Payment specifying the amount it intends to pay (even if that amount is zero) and specifying the basis upon which that amount is calculated. Subject to any notice given under ▇▇▇▇▇▇ 17.5, the Project Company shall be agreed upon by no later than the Representatives and Final Date for Payment pay the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in O&M Contractor the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as amount specified in the notice from given under Clause 17.5, or in the Representatives absence of a notice under Clause 17.5, the amount stated as due in the invoice. The payments made by the Project Company shall not be considered as an acceptance of the O&M Services or as a waiver of any rights, claims and actions the Project Company may have against the O&M Contractor. The payments to the Company. Payment be made under this Agreement shall be made by means of bank transfer to the Company by wire transfer of immediately available funds to a bank account designated by the CompanyO&M Contractor for such purpose in the respective invoice or otherwise in writing. If any sum payable under this Agreement is not paid by the Final Date for Payment then, against delivery without prejudice to the Representatives through other rights of the facilities O&M Contractor under this Agreement, that sum shall bear interest from the Final Date for Payment until payment is made in full both before and after any judgment, at the Default Rate. The Parties agree that this Clause 17.9 is a substantial remedy for late payment of DTC any sum payable under this Agreement. Wherever in this Agreement provision is made for the respective accounts of payment by one Party to the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representativesother, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall be effected by crediting for same day value the account specified by the payee to the payer reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected on or before the Due Date for Payment. Any payment under this Agreement which is to be made on a day that is not relieve a Business Day shall be made on the next Business Day in the same calendar month or if there is no such Underwriter from Business Day in the same calendar month, on the preceding Business Day. All sums payable under this Agreement by one Party to the other are exclusive of VAT chargeable on the supply for which those sums are consideration (in whole or in part) for VAT purposes. If under this Agreement one Party makes a supply to the other Party for VAT purposes and VAT is or becomes chargeable on that supply, then the Party receiving the supply shall pay the Party making the supply a sum equal to the amount of VAT chargeable (the "VAT Amount") in addition to the consideration payable for the supply. The Party receiving the supply shall pay the VAT Amount on production of a valid VAT invoice in respect of the supply. The Project Company may at any time with notice to the O&M Contractor, set off any liability of the O&M Contractor to the Project Company (howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its obligations hereunderdenomination), including Availability Liquidated Damages and Response Time Price Adjustment against any sum or sums that would otherwise be due to the O&M Contractor under this Agreement. If the liabilities to be setoff are expressed in different currencies for the purpose of setoff, the Project Company may convert either liability at the applicable currency conversion rate for the relevant currencies published on the day on which setoff will be made (or if such a day is not a Business Day, on the next Business Day after such day). Any exercise by the Project Company of its rights under this Clause 17.12 (Setoff) shall be without prejudice to any other rights or remedies available to it under this Agreement or otherwise.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] Sidley Austin LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: a portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Company Initial Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with all of the gross proceeds of the sale of the Private Placement Warrants in order for the total amount in the Trust Account to equal the product of the number of Units sold multiplied by wire transfer of immediately available funds to a bank account designated by the Company, against $10.15 upon delivery to the Representatives Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriter. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. At least one business day prior to the Closing Time, the Sponsor shall pay for all of the applicable Private Placement Warrants and the Company shall deposit all of the gross proceeds from the sale of such Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Agreement, and payment by the Underwriter for the Initial Securities is contingent upon such payment by the Sponsor and deposit by the Company at least one business day prior to the Closing Time. Payment for the Option Securities on each Date of Delivery, if any, shall be made as follows: the purchase price for the Option Securities set forth in Schedule A hereto (including the Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with all of the gross proceeds of the sale of the Private Placement Warrants to be purchased by the Sponsor on such Date of Delivery in order for the total amount in the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal the product of the number of Units sold (including Initial Securities and Option Securities) multiplied by $10.15 upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts account of the Underwriters Underwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment facilities of the purchase price forDTC, the Initial Securities Company will permit the Representative to examine and package the Option SecuritiesSecurities for delivery, if any, which it has agreed at least one business day prior to purchasethe Date of Delivery. The Representatives, individually and not as representatives of At least one business day prior to the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant applicable Date of Delivery, the Sponsor shall pay for all of the applicable Private Placement Warrants and the Company shall deposit all of the gross proceeds from the sale of such Private Placement Warrants into the Trust Account as provided by the case may beterms of the Private Placement Agreement, but and payment by the Underwriter for the applicable Option Securities is contingent upon such payment by the Sponsor and deposit by the Company at least one business day prior to the applicable Date of Delivery. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall not relieve take all such other actions, as shall be necessary to cause such payment to be made promptly. The Underwriter from its obligations hereunderhereby agrees that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. (a) Dealer shall pay for Products in accordance with the terms of Manufacturer's invoices. Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Manufacturer's bank account, the details of which will be communicated by Manufacturer to Dealer from time to time, in two installments as follows: i. Dealer will pay 50% of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not order no later than ten business (10) days after such date as shall be agreed upon by prior to the Representatives and shipment of any order. ii. Dealer will pay the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment remaining 50% of the purchase price for, and delivery of, such Option Securities of any order no later than twenty-one (21) days after the date the shipment is picked up from the Manufacturer. Provided the Dealer fully complies with the payment terms for three consecutive orders then Dealer's credit terms shall become net thirty (30) days from the date the order is picked up from Manufacturer. Manufacturer shall be made entitled to charge and Dealer shall pay interest at the above-mentioned officesrate of two percent (2%) per month from the date of shipment on overdue invoices. Manufacturer shall have the right to revert the payment terms back to requiring a 50% deposit and 50% net 21 days in the event the Dealer defaults on the Net 30 payment terms. (b) The supply of credit herein shall be at the discretion of Manufacturer and Manufacturer reserves the right to withhold delivery of Product if Dealer does not meet Manufacturer's credit requirements or the amount of Product ordered, or at such other place the amount of Product which remains unpaid (whether or not overdue) exceeds the limit established by Manufacturer for Dealer. (c) Title to Products purchased from Manufacturer by Dealer shall pass upon transfer from Manufacturer's warehouse to the carrier as stated in 11(d) above. Notwithstanding the foregoing, Manufacturer shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified maintain a beneficial interest in the notice from the Representatives to the Company. Payment shall Product until Manufacturer has been paid in full. (d) Without limiting any other rights it may have under this Agreement and applicable law, all of Manufacturer's obligations under this Agreement, including obligations of supply, or any Dealer purchase order, can be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC suspended should Dealer be delinquent in making payment for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderpreviously shipped Products.

Payment. Payment of the purchase price for, and delivery ofof certificates, if any, for, the Initial Securities shall be made at the offices of [_______________] Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates or electronic book entries for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Representatives will accept delivery of the Initial Securities and the Option Securities, if any, from the Company through the facilities of The Depository Trust Company.

Payment. Payment of the purchase price for, and delivery of(a) Except as may be otherwise provided in this Section, the Initial Securities Company shall be made at the offices of [_______________] deliver to you (or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on your estate or any given day) business day after the date hereof (unless postponed beneficiary you have designated in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, 12 hereof in the event of your death) the Common Stock underlying the vested Restricted Stock Units within thirty (30) days following each Distribution Date. Except as may be otherwise provided in this Section, a “Distribution Date” shall mean each Vesting Date that your Restricted Stock Units become vested. Notwithstanding the foregoing, to the extent that any or all of the Option Securities are purchased by the Underwritersyour Restricted Stock Units become vested pursuant to Section 2(b) hereof, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesRestricted Stock Units, if any, which it has agreed shall be subject to purchase. The Representativesthe following rules: (i) To the extent any of your Restricted Stock Units become vested pursuant to Section 2(b) hereof because of your termination of employment as a result of death, individually and then the Distribution Date shall be the date of such termination of employment. (ii) To the extent any of your Restricted Stock Units become vested pursuant to Section 2(b) hereof on account of your termination of employment as a result of Disability, then the following rules shall apply: (A) If your right to receive payment of vested Restricted Stock Units does not as representatives constitute a “deferral of compensation” within the meaning of Section 409A of the UnderwritersCode (for example, because you are not subject to U.S. income tax or you will not be “Retirement-eligible” prior to a Vesting Date), then the Distribution Date shall be the date of such termination of employment. (B) If your right to receive payment of vested Restricted Stock Units constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (for example, because you are subject to U.S. income tax and you will be “Retirement-eligible” prior to a Vesting Date), then the Distribution Date shall be the date of such termination of employment, and, if you are a “specified employee” (determined in accordance with Section 409A of the Code and the Company's policy for identifying specified employees) at the time of such termination of employment, the Common Stock underlying the vested Restricted Stock Units shall be delivered to you (or your estate or any beneficiary you have designated in accordance with Section 12 hereof in the event of your death) on the first business day of the seventh month following the Distribution Date (or, if you die prior to such day, within thirty (30) days following your death). (iii) To the extent any of your Restricted Stock Units become vested pursuant to Section 2(b) hereof on account of a Qualifying Termination in connection with a Change in Control, then the following rules shall apply: (A) If your right to receive payment of vested Restricted Stock Units does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code (for example, because you are not subject to U.S. income tax or you will not be “Retirement-eligible” prior to a Vesting Date), then the Distribution Date shall be the date of your Qualifying Termination. (B) If your right to receive payment of vested Restricted Stock Units constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (for example, because you are subject to U.S. income tax and you will be “Retirement-eligible” prior to a Vesting Date), then the Distribution Date shall be the date of such Qualifying Termination of employment, and, if you are a “specified employee” (determined in accordance with Section 409A of the Code and the Company's policy for identifying specified employees) at the time of such termination of employment, the Common Stock underlying the vested Restricted Stock Units shall be delivered to you (or your estate or any beneficiary you have designated in accordance with Section 12 hereof in the event of your death) on the first business day of the seventh month following the Distribution Date (or, if you die prior to such day, within thirty (30) days following your death). (iv) To the extent any of your Restricted Stock Units become vested pursuant to Section 2(b) hereof on account of your Retirement, then the Distribution Date shall be the earlier of (i) each Vesting Date that such Restricted Stock Units would otherwise would have become vested had your employment with ▇▇▇▇▇▇ Companies continued until such Vesting Date, or (ii) your death (with such modifications as may be provided in an Appendix pursuant to Section 20 hereof (but Non-U.S. Employees)). (b) Notwithstanding any other provision of these Terms and Conditions, the Company shall not be obligated to) make deliver any fractional shares of Common Stock in payment of your Restricted Stock Units, and the purchase price for the Initial Securities or the Option Securities, if any, number of whole shares of Common Stock that may be delivered to you in payment of your Restricted Stock Units shall be purchased by any Underwriter whose funds have not been received determined in accordance with such rounding conventions used by the Closing Time or Company's third party Plan administrator from time to time. (c) The Company's obligations with respect to the relevant Date Restricted Stock Units shall be satisfied in full upon the delivery of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderCommon Stock underlying the vested Restricted Stock Units in accordance with this Section 4.

Payment. Payment of the purchase price for, and against delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for, the Initial Securities shall be made at the offices of [_______________[ ] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC The Depository Trust Company ("DTC") for the respective accounts of the Underwriters of certificates or receipts for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. 6.3.1 Not later than the 15th day of each Month N, Contractor shall submit to Owner for its approval a Request for Payment (simultaneously sending copies to the Independent Engineer, as Owner may direct), which shall set forth: (a) a reasonable good faith estimate of (i) the Reimbursable Work activities that will be performed during the second month (“Month N+2”) immediately following such Month N, and (ii) the Direct Costs, Contractor’s G&A and Contractor’s Margin (including details of Margin Milestones anticipated to be achieved) associated with such Reimbursable Work activities (the sum of clauses (i) and (ii) being referred to herein as an “Estimated Monthly Amount”); (b) except for the Initial Request for Payment, the amount owed to Contractor in respect of the purchase price forReimbursable Work performed during the preceding month(s), together with Contractor’s G&A and Contractor’s Margin associated with such Reimbursable Work, that has not been paid to Contractor during such preceding month(s), as applicable; (c) except for the Initial Request for Payment, the amount by which the aggregate amount of Estimated Monthly Amounts paid to Contractor during the preceding month(s) exceeds the actual Direct Costs incurred by Contractor in the performance of the Reimbursable Work during the preceding month(s), calculated as of the last day of the month immediately preceding such month, and delivery ofthe Contractor’s G&A and Contractor’s Margin associated with such Direct Costs payable by Owner in respect of such Reimbursable Work; (d) any other amounts that may be due and owing from Owner to Contractor or from Contractor to Owner pursuant to any other provision of this Agreement; and (e) all information and documentation required by Section 6.3.3. 6.3.2 Owner shall, with respect to the Initial Request for Payment, make payment of the net amount specified in such Request for Payment within fifteen (15) Business Days of its receipt of such Request for Payment and with respect to each subsequent Request for Payment in accordance with Section 6.6. 6.3.3 Each Request for Payment submitted by Contractor pursuant to Section 6.3.1 will be accompanied by: (a) a certificate of release and waiver of liens (other than Permitted Liens) from Contractor in the form attached hereto as Exhibit F-1; (b) a Payment Status Affidavit from Contractor in the form attached hereto as Exhibit F-15; (c) certificates of release and waiver of liens (other than Permitted Liens) from each Major Subcontractor providing Materials or services described in the Request for Payment in the form attached hereto as Exhibit F-2; (d) a Payment Status Affidavit from each Major Subcontractor in the form attached hereto as Exhibit F-16; (e) a Monthly Progress Report pursuant to Section 13.3; (f) a report of Defects and Deficiencies pursuant to Section 10.2.1; (g) supporting documentation evidencing the Reimbursable Costs and Contractor’s G&A that are defined in Exhibit B-1; (h) the aggregate accrued amount of the Contractor’s Margin (with supporting calculations) of which payment is requested in respect of the Margin Milestone(s) that have occurred in the previous month; and (i) any other information that Owner, the Initial Securities Lenders or the Independent Engineer may reasonably request (provided Contractor is given a reasonable period of time to satisfy such request prior to Contractor’s submission of a Request for Payment). Contractor shall itemize Taxes (which are Reimbursable Costs) by category and cost component, including Louisiana state and local sales/use tax and any other sales/use tax that Contractor may be made at the offices responsible for collecting from Owner (by state and taxing jurisdictions), import duties, and sales tax of [_______________] or at such other place as states (by other state). Contractor shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed only include Direct Costs in a Request for Payment in accordance with the rates and other provisions of Section 10)set forth in Exhibit B-1 and Exhibit C. 6.3.4 Amounts (a) owed by Owner to Contractor, or such other time and (b) owed by Contractor to Owner shall, to the extent not later than ten business days after such paid when due pursuant to the terms hereof, accrue interest at the Late Payment Rate from the date as shall be agreed upon by payment thereof was due until the Representatives and the Company (such time and date of payment thereof in full (together with all accrued interest). 6.3.5 In no event shall the payment of any amount by Owner to Contractor constitute an acceptance of any Work, and delivery being herein called “Closing Time”). In addition, in the event that any or all Owner’s acceptance of the Option Securities are purchased Work shall not relieve Contractor of any of its obligations hereunder. 6.3.6 Notwithstanding anything to the contrary contained herein, failure by the UnderwritersOwner to pay any amount in dispute until resolution of such dispute in accordance with this Agreement shall not alleviate, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned officesdiminish, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified modify in the notice from the Representatives any respect Contractor’s obligations to perform hereunder. 6.3.7 Notwithstanding anything to the Company. Payment shall be made contrary contained herein, except as expressly set forth in a Limited Notice to the Company by wire transfer of immediately available funds to a bank account designated by the CompanyProceed, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but Contractor shall not be obligated to perform any further Work and Owner shall not be obligated to make any further payment hereunder until after the Financial Closing Date has occurred. 6.3.8 Contractor’s Margin shall only be payable as and when required pursuant to) make payment , and in the amounts specified in, the Margin Milestones. For the avoidance of doubt, no Contractor’s Margin in respect of any Margin Milestone shall be due and payable by Owner until such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ has been achieved by Contractor, such achievement being confirmed by a Certificate of Achievement to be provided by Contractor together with the relevant Request for Payment. For the avoidance of doubt, no Margin Milestone shall be due and payable by Owner until such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ has been achieved by Contractor. 6.3.9 All Non-Reimbursable Costs shall be borne exclusively by Contractor. Contractor shall not include any Non-Reimbursable Costs in a Request for Payment or otherwise seek reimbursement from Owner of any Non-Reimbursable Costs. 6.3.10 Owner shall have the right to audit all documentation pertaining to each Request for Payment on reasonable prior notice to Contractor and during normal business hours in order to confirm the accuracy and completeness of such Request for Payment. Notwithstanding the foregoing, and without prejudice to Owner’s rights under Sections 3.8.17 and 40.2, Owner shall have no right to audit or inspect the internal composition of any Contractor’s rates, the make-up or composition of Contractor’s lump sum pricing, unit prices, unit rates, fixed rates, fixed percentages, multipliers or any other form of fixed pricing, or of costs which are expressed in terms of percentages of other costs. 6.3.11 The Parties acknowledge that the amount of Contractor’s Margin payable by Owner in respect of each Margin Milestone is calculated based on a percentage of the purchase price then applicable Base Target Price. The following methodology will be applied with respect to any (i) adjustment to the Base Target Price after the Effective Date, (ii) instance where the aggregate amount of Direct Costs (other than Tax Costs) incurred in the performance of the Reimbursable Work exceeds the then applicable Base Target Price or (iii) early termination of this Agreement: (a) Upon an increase to the Base Target Price, the amount payable for each Margin Milestone in respect of which Contractor’s Margin has previously been paid shall be automatically increased to reflect the Initial Securities or applicable milestone percentage of the Option Securitiesamount of the increase to the Base Target Price, if anyand the positive difference between such increased amount payable and the amount previously paid shall be invoiced by Contractor to Owner in the next following Request for Payment; provided, however, that any portion of the increase to the Base Target Price that has previously been invoiced to Owner and paid in accordance with clause (c) of this Section 6.3.11 shall be purchased excluded from the application of this clause (a). (b) Upon a decrease to the Base Target Price, the amount payable for each Margin Milestone in respect of which Contractor’s Margin has previously been paid shall be automatically decreased to reflect the applicable milestone percentage of the amount of the decrease to the Base Target Price, and the positive difference between the amount previously paid and such decreased amount payable shall be applied as a credit to Owner in the next following Request for Payment. (c) If at any time the aggregate amount of Direct Costs incurred in the performance of Reimbursable Work exceeds the then applicable Base Target Price, payments of Contractor’s Margin for all Margin Milestones shall be recalculated by any Underwriter whose funds have not applying such aggregate amount in place of the Base Target Price in the definition of “Contractor’s Margin”, and the positive difference resulting from such recalculation shall, with respect to each Margin Milestone in respect of which Contractor’s Margin has previously been received paid, be invoiced by Contractor to Owner in the Closing Time or next following Request for Payment; provided, however, that the relevant Date of Delivery, as the case may be, but such payment Contractor’s Margin shall not relieve be adjusted pursuant to this clause (c) more than once every ninety (90) days. (d) If this Agreement is terminated pursuant to and in accordance with Articles 31 or 32, the amount of Contractor’s Margin owed to Contractor upon such Underwriter from its obligations hereundertermination shall be calculated on the basis of all Direct Costs (other than Tax Costs) incurred in the performance of Reimbursable Work prior to the date of such termination rather than the Appendix 1 of Exhibit D Margin Milestone payment schedule. If the amount of Contractor’s Margin calculated pursuant to the preceding sentence is greater or less than the aggregate amount of Contractor’s Margin paid to Contractor prior to the date of such termination, the difference shall be paid to Contractor or Owner, respectively.

Payment. Payment of the purchase price for, and for the Initial Securities or against delivery of, of certificates [or the Depositary Receipts evidencing the Depositary Shares,] for the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and for the Initial Securities or against delivery of, of certificates [or the Depositary Receipts evidencing the Depositary Shares,] for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC the Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or and the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Time, or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Seller, or any of the purchase price forits Affiliates on behalf of Seller, may issue an invoice to Customer. All invoiced amounts and delivery of, the Initial Securities payments shall be made in Euros or the currency as invoiced by Seller. Invoices in respect of Services provided on a fixed fee basis shall be issued in advance of the provision of such Services. Customer will pay invoices containing amounts authorized by the SOW within thirty (30) days of the date of the invoice, subject to continuing credit approval by Seller. Any objections to an invoice must be made to Seller point of contact within fifteen (15) days after the invoice date. Customer agrees to pay interest on all past-due sums at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives statutory rate, and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed otherwise in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Late Payment in Commercial Transactions Regulations 2012 (such time and date of payment and delivery being herein called “Closing Time”SI 580/2012). In addition, in Seller’s pricing for the event that any or all provision of the Option Securities Services are purchased by the Underwriters, payment exclusive of the purchase price applicable Taxes. Customer will pay for, and delivery shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising from any applicable Taxes. Customer must claim any exemption from such Taxes, fees or charges at the time of purchase and provide Seller with any necessary supporting documentation. Customer shall make all payments under each SOW without withholding or deduction of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery respect of, receipt forany Tax unless required by applicable Law. If any such withholding or deduction is required, and make payment of Customer shall pay to Seller such additional amount as will ensure that Seller receives the purchase price for, the Initial Securities and the Option Securities, same total amount that it would have received if any, which it has agreed to purchaseno such withholding or deduction had been required. The Representatives, individually and not as representatives of the Underwriters, may DISCLAIMED WARRANTIES. LIMITATION OF LIABILITY. ALL EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT AND/OR ANY STATEMENT OF WORK SHALL ONLY APPLY SO FAR AS PERMITTED BY LAW AND IN PARTICULAR NOTHING SHALL EXCLUDE OR RESTRICT LIABILITY (but shall not be obligated toI) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderFOR ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET OUT IN SECTION 8 OF THIS AGREEMENT; OR (II) IN RESPECT OF ANY INDEMNITIES SET OUT IN THIS AGREEMENT. CONFIDENTIAL INFORMATION. TERM AND TERMINATION.

Payment. Payment Concurrently with or immediately prior to the Effective Time, Parent or Sub shall deposit in trust with the Paying Agent cash in United States dollars in an aggregate amount equal to the product of (i) the number of shares of Common Stock outstanding immediately prior to the Effective Time (other than shares of Common Stock which are held by any Subsidiary or in the treasury of the purchase price forCompany or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub) or a Person known at the time of such deposit to be a Dissenting Shareholder) and (ii) the Merger Consideration (such amount being hereinafter referred to as the "Payment Fund"). The Payment Fund shall be invested by the Paying Agent as directed by Parent in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Mood▇'▇ ▇▇▇estors Services, Inc. or Standard & Poor's Ratings Group or certificates of deposit, bank repurchase agreements or bankers' acceptances of a commercial bank having at least $100,000,000 in assets (collectively "Permitted Investments") or in money market funds which are invested in Permitted Investments, and delivery of, the Initial Securities any net earnings with respect thereto shall be made at paid to Parent as and when requested by Parent. The Paying Agent shall, pursuant to irrevocable instructions, make the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern timepayments referred to in Section 2.02(a) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all out of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchaseFund. The Representatives, individually and not as representatives of the Underwriters, may (but Payment Fund shall not be obligated to) make payment used for any other purpose except as otherwise agreed to by Parent. Promptly following the date which is six months after the Effective Time, the Paying Agent shall return to the Surviving Corporation all cash, certificates and other instruments in its possession that constitute any portion of the purchase price for Payment Fund (other than net earnings on the Initial Securities or Payment Fund which shall be paid to Parent), and the Option SecuritiesPaying Agent's duties shall terminate. Thereafter, if anyeach holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, to be purchased by any Underwriter whose funds have not been received by escheat and similar laws) receive in exchange therefor the Closing Time or the relevant Date of DeliveryMerger Consideration, as the case may bewithout interest, but such payment shall not relieve such Underwriter from its obligations hereunderhave no greater rights against the Surviving Corporation or Parent than may be accorded to general creditors of the Surviving Corporation or Parent under applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Common Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities Current payment conditions shall be made at the offices of [_______________] or at such other place as noted on each invoice. Discount deductions shall be agreed upon by subject to a separate agree- ment. In the Representatives event of late payments and the Companypartial payments, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed discount agreements shall cease to be in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as force. The customer’s payments shall be agreed upon by deemed rendered the Representatives and moment they have been received into our business account. The customer’s payment shall be offset against the Company (such time and date of payment and delivery being herein called “Closing Time”)oldest debt respectively. In additionthe event of late payment, we shall be entitled at our discretion to seek compensation for the actual damages incurred or to charge statutory interest on arrears. The customer shall be obligated in the event that any or all of late payment to compensate our company for reminder and collection costs incurred, insofar as they are necessary for the appropriate legal proceedings. In cases of individually invoiced partial deliveries, our company shall be entitled in the event of the Option Securities are purchased buyer’s late payment to retain goods yet to be delivered without becoming liable for damages. For late payments all other pending receivables shall also be due for payment upon the advent of the delay. The same shall apply also if the buyer suspends payments at the opening of insolvency proceedings, bankruptcy proceedings or compulsory executions. Notice of a defect shall not release the customer from its obligation to adhere to the payment terms. A right of retention on the part of the customer shall be excluded. The customer may not offset its debts against our company’s debt. Excluded from these shall be debts recognised by our company in writing or legally determined by the Underwriters, payment court. Placement of the purchase price for, order by the customer shall be deemed confirmation of the customer’s solvency and creditworthiness. If considerations arise at a later date that speak against the customer’s solvency and creditworthiness our company may at our discretion make the performance of the agreement dependent upon a prepayment or sufficient provision of securities or withdraw from the agreement by giving an appropriate period of notice. In this event our company shall be released from all further service and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderobligations.

Payment. Payment (a) Each Guarantor agrees that if any Event of Default occurs under Article 9 of the purchase price forIndenture, at a time when the Liabilities are not otherwise due and payable (whether due to a judicial stay of acceleration or otherwise), then such Guarantor will pay on demand to the Trustee for the account of the Noteholders forthwith the full amount that would be payable hereunder by such Guarantor if all Liabilities were then due and payable, subject to applicable law. (b) Section 4.12 of the Indenture shall apply to all payments made by each Guarantor under this Guarantee, and delivery of, the Initial Securities all such payments shall be made payable in the currency of the underlying Liability (the “Relevant Currency”). The obligation of each Guarantor under this Guarantee shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Relevant Currency that Trustee may purchase at the offices rate of [_______________] or at exchange with the sum paid in such other place as shall be agreed upon by the Representatives currency (after any premium and the Company, at 9:00 A.M. (Eastern timecosts of exchange) on the third Business Day immediately following the day on which Trustee receives such payment. If the amount of the Relevant Currency which may be so purchased is less than the sum originally due to Trustee in the Relevant Currency, each Guarantor agrees, as a separate obligation and notwithstanding any such payment or judgment, to indemnify Trustee against such loss. (fourthc) Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by the Trustee or any Noteholder to any of the Liabilities is or must be rescinded or returned by the Trustee or such Noteholder for any reason whatsoever (including the insolvency, if bankruptcy or reorganization of the pricing occurs after 4:30 P.M. (Eastern time) on Issuer or any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10Guarantor), such Liabilities shall, for purposes of this Guarantee, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Trustee or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forNoteholder, and delivery of, such Option Securities this Guarantee shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities continue to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not effective or be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Deliveryreinstated, as the case may be, but as to such payment shall Liabilities, all as though such application by the Trustee or such Noteholder had not relieve such Underwriter from its obligations hereunderbeen made, subject to applicable law.

Payment. Payment (a) The Company shall pay the Seller, upon the submission of the purchase price for, and delivery ofproper invoices or vouchers (if required), the Initial Securities prices stipulated in this Agreement for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this Agreement. Unless otherwise specified in this Agreement, payment shall be made at on partial deliveries accepted by the offices Company if the amount due on the deliveries warrants it. (b) Unless otherwise provided, terms of [_______________] or at such other place as payment shall be agreed upon by net 30 calendar days from the Representatives and the Company, at 9:00 A.M. latter of (Eastern time1) on the third (fourthsubmission of Seller’s proper invoice, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof required (unless postponed in accordance with the provisions of Section 10such invoice is not approved), or such other time (2) delivery of supplies/completion of work if invoice is not later than ten business days after such date as required. Any offered discount shall be agreed upon by taken if payment is made within the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”)discount period that Seller indicates. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall Payments may be made either by check or electronic funds transfer, at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date option of Delivery as specified in the notice from the Representatives to the Company. Payment shall be deemed to have been made as of the date of mailing or the date on which an electronic funds transfer was made. (c) If an invoice is required under the terms of this subcontract, a final invoice shall be submitted for payment no more than 90 calendar days following the expiration or termination of the subcontract, unless a later or alternate date is agreed to in writing by the Subcontract Administrator. Said invoices shall be clearly marked “Final Invoice”, thus indicating that all payment obligations of the Company under this subcontract have ceased and that no further payments are due or outstanding. If Seller fails to submit a final invoice within the time allowed, the Subcontract Administrator shall determine the final amount owed to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesSeller, if any, which it has agreed or the final amount owed by the Seller to purchasethe Company. The Representatives, individually Such determination shall be final and not as representatives conclusive between the parties without the right of judicial review unless the Seller submits a claim requesting a Procurement Manager Final Decision under the Resolution of Disputes clause within 60 calendar days after receipt of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderSubcontract Administrator’s determination.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale 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 to the Representatives of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representatives for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery of, such the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company, against Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Payment. Payment The Initial Securities to be purchased by each Underwriter hereunder shall be delivered by or on behalf of the Company to the Representatives through the facilities of the Depository Trust Company (“DTC”) for the account of such Underwriter against payment of the purchase price for, and delivery of, for the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third fourth (fourththird, if the pricing occurs after before 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at in the same manner as set forth above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of Federal (same day) funds or other immediately available funds in the City of New York to a bank account designated by the Company, Company against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesSubject to Section 10, Leerink ▇▇▇▇▇ or LCM, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The documents to be delivered at the Closing Time or the relevant Date of Delivery, as the case may be, by or on behalf of the parties hereto pursuant to Section 5 hereof shall be delivered at the offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place as shall be agreed upon by the Representatives and the Company.

Payment. Payment The CITY agrees to pay the Proponent for the Services a total amount not greater Canadian Dollars ($) as set out in the submission. Following completion of each portion of the purchase price forServices, the Proponent shall invoice the CITY for the performance of that portion of the Services, with documentation satisfactory to the CITY. Upon receipt of the invoice, the CITY shall promptly determine whether the work which is the subject of the invoice is approved and the CITY shall process payment to the Proponent of the amount of the approved portion of the invoice within thirty (30) days of the date of approval of the invoice, or within twenty (20) days of approval of the invoice in the case of a Ontario Business as defined by the NNI Policy. Where the CITY does not approve of any part of the work which is the subject of an invoice, the CITY shall promptly notify the Proponent in writing, of the reason(s) why the work was not approved; and the Proponent shall remedy the work at no additional cost to the CITY before the CITY shall be obliged to pay the unapproved portion of the invoice. If in the opinion of the CITY the Proponent has failed to comply with or has in any way breached an obligation under this Agreement, the CITY, on having provided written notice of such breach to the Proponent, may withhold, in whole or in part, any payment due the Proponent without penalty, expense or liability; and any such hold back amount shall be withheld until the breach has been rectified to the full satisfaction of the CITY. The CITY may, in order to discharge obligations or satisfy claims against the Proponent or a subcontractor arising out of the execution of the Services, deduct any monies claimed and owing from any amount due and payable to the Proponent under this agreement, and delivery of, pay it directly to an obligee or claimant. The CITY may set off any payment due the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon Proponent against any monies owed by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Proponent to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderCITY.

Payment. Payment Commencing with the Construction Access Date and thereafter throughout the term of this Lease (including the early possession period under Section 2.2 above), Tenant shall pay, before delinquency, all charges for water, gas, heat, light, electricity, power, sewer, telephone, alarm system, janitorial and other services or utilities supplied to or consumed in or with respect to the Premises (other than any costs for water, electricity or other services or utilities furnished with respect to the Common Areas, which costs shall be paid by Landlord and shall constitute Operating Expenses under Section 5.2 hereof), including any taxes on such services and utilities. It is the intention of the purchase price for, and delivery of, the Initial Securities parties that all such services shall be made at separately metered to the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”)Premises. In addition, in the event that any utilities or all services supplied to the Premises are not separately metered, then the amount thereof shall be allocated in a reasonable, good faith and appropriate manner by Landlord between the Premises and the other buildings, premises or areas sharing such utilities or services, and the portion thereof allocable to the Building may, in Landlord’s discretion, either be included in Operating Expenses allocable to the Building under Section 5.1 hereof or be billed directly to Tenant and paid or reimbursed by Tenant within ten (10) business days after receipt of Landlord’s statement and request for payment, accompanied by reasonable supporting documentation evidencing the calculation or determination of the Option Securities are purchased by amount for which payment or reimbursement is requested. Notwithstanding the Underwritersforegoing provisions, payment during any portion of the purchase price forperiod prior to the Rent Commencement Date in which Landlord is performing repairs or construction of improvements in the Premises, (a) if Tenant is neither operating its business in the Premises nor performing any material construction of improvements in the Premises, Landlord shall bear all utilities charges for the Premises; and delivery of(b) if Tenant is operating its business in the Premises and/or performing any material construction of improvements in the Premises, such Option Securities utilities charges for the Premises shall be made at allocated between Landlord and Tenant on the above-mentioned officesbasis of a reasonable, or at good faith estimate of their respective usage of such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderutilities.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] White & Case LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale 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 to the Representatives of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the UnderwritersRepresentatives for all the Initial Securities. At least one business day prior to the Closing Time, payment the Company shall deposit the net proceeds from the sale of the purchase price for, and delivery of, such Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company, against Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Payment. Payment Concurrently with or immediately prior to the ------- Effective Time, Parent shall deposit or cause to be deposited in trust with the Paying Agent, for the benefit of holders of Shares, cash in United States dollars in an aggregate amount equal to the product of (i) the number of shares of Common Stock outstanding immediately prior to the Effective Time (other than shares of Common Stock which are held by any wholly-owned Subsidiary of the purchase price forCompany or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub) or a Person known at the time of such deposit to be a Dissenting Stockholder) and (ii) the Merger Consideration (such amount being hereinafter referred to as the "Payment Fund"). The Payment Fund shall be invested by the ------------ Paying Agent as directed by Sub in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper of an issuer organized under the laws of a state of the United States rated of the highest quality by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Ratings Group or certificates of deposit, bank repurchase agreements or bankers' acceptances of a United States commercial bank having at least $1,000,000,000 in assets (collectively, "Permitted Investments") or in money market funds which --------------------- are invested in Permitted Investments, and delivery of, the Initial Securities any net earnings with respect thereto shall be made at paid to Sub as and when requested by Sub. The Paying Agent shall, pursuant to irrevocable instructions, make the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern timepayments referred to in Section 3.2(a) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all out of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchaseFund. The Representatives, individually and not as representatives of the Underwriters, may (but Payment Fund shall not be obligated toused for any other purpose. Promptly following the date which is one hundred and eighty (180) make payment days after the Effective Time, the Paying Agent shall return to the Surviving Corporation all cash, certificates and other instruments in its possession that constitute any portion of the purchase price for Payment Fund, and the Initial Securities or Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate may surrender such Certificate to the Option SecuritiesSurviving Corporation and (subject to applicable abandoned property, if anyescheat and similar laws) receive in exchange therefor the Merger Consideration, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may bewithout interest, but such payment shall not relieve such Underwriter from its obligations hereunderhave no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Common Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities Unless otherwise agreed to in writing by ▇▇▇▇▇▇▇▇: (i) The Purchaser shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed make payment to Conviron in accordance with the provisions payment terms as defined in the quote document or order acknowledgment. (ii) If neither the quote nor the order acknowledgment speaks to payment terms, and the matter of Section 10)payment terms has not been agreed to otherwise in writing by Conviron, or such other time not later than ten business days after such date as payment shall be agreed upon made by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all Purchaser to Conviron prior to shipment of the Option Securities are purchased by goods from Conviron. (iii) Conviron shall have a right of action against the Underwriters, Purchaser for the price of the goods whenever the payment of the purchase price forbecomes due, and delivery of, such Option Securities shall be made at whether or not the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds goods have not been received by the Closing Time Purchaser. Even though risk has passed to the Purchaser when delivery of the goods is made to the Address, beneficial ownership in the goods shall not pass to the Purchaser until such time as total payment has been received by Conviron. (iv) In addition to any other rights of Conviron, interest is payable on all overdue accounts at the rate of 1.5% per month, or 18% per year. (v) Where the relevant Date Purchaser defaults under the contract or any contract with Conviron in respect of Deliverypayment on the due date of any sum due to Conviron, as Conviron, without liability, may postpone any further shipments or may cancel the case may becontract or any other contract between Conviron and the Purchaser, including any warranty obligations, but without prejudice to any right which Conviron may have against the Purchaser in respect of the Purchaser’s default. (vi) Conviron may, before the acceptance of a purchase order, and from time to time thereafter, request that the Purchaser furnish reasonable evidence that financial arrangements have been made to fulfill the Purchaser’s obligations under the contract. Where such payment a request is made in writing, the Purchaser shall not relieve such Underwriter from provide the evidence, failing which Conviron may, at its obligations hereunderoption, refuse or suspend the project.

Payment. Payment Invoices in respect of Orders accepted under this Agreement will be submitted by SELLER to BUYER in Renminbi (RMB) and sent together with the Products or at the same time that the Products are dispatched. All amounts owed, owing or to be owed by BUYER to SELLER must be paid within thirty (30) days of the purchase price fordate of the relevant invoice raised by SELLER or by any company within the SELLER’s group of companies. All or part of the BUYER’s credit shall be supported by bank guarantee or standby letter of credit to SELLER, which shall be executed together with or before the date this Agreement. Prior to granting any credit to BUYER, SELLER shall, at its sole discretion, determine to what extent the credit must be supported by bank guarantee or standby letter of credit. In case the settlement is through banker acceptance draft accepted by the SELLER, it is regarded as fully secured and no other security is deemed necessary. If BUYER defaults in making any payments due to SELLER hereunder BUYER shall pay interest to SELLER on such unpaid amounts at a rate of interest being the total of one percent (1%) per month from due date to the date of actual payment. BUYER shall not deduct any amounts from any sum owing to SELLER, whether by way of set-off or otherwise. In the event SELLER has granted to BUYER a credit limit, SELLER may increase or decrease the credit limit upon written notice, at its sole discretion, at any time during the term of this Agreement. [*] If BUYER fails to perform any of the obligations mentioned in this Article, SELLER shall be entitled, after giving written notice specifying the non-performance to BUYER, to withhold performance until BUYER has performed its obligation, or if such non-performance exceed seven (7) days, cancel this Agreement with immediate effect. Furthermore, if BUYER has not performed its obligations within seven (7) days of the receipt of a written notice from SELLER giving details of the non-performance, SELLER may withdraw its acceptance of and rescind an Order. BUYER shall indemnify SELLER for all damages, costs, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon losses whatsoever incurred by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on SELLER in respect of any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), such non-performance or such other time not later than ten business days after such date as shall be agreed upon failure by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives BUYER to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for perform its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderobligations.

Payment. Payment Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default: (a) The Issuer shall, not later than 10:00 am (London time) on a day which is one Business Day prior to the Business Day on which any payment in respect of the purchase price forNotes becomes due, pay to such account of the Paying Agent as the Paying Agent shall specify in Euros in immediately available funds on each due date for the payment of principal and/or interest and/or other amounts referred to in Section 4.01 of the Indenture in respect of the Notes, an amount sufficient (together with any funds then held by the Paying Agent and delivery of, available for the Initial Securities purpose) to pay all principal and interest and/or other amounts referred to in Section 4.01 of the Indenture due in respect of the Notes on such date; provided that if any such date is not a Business Day such payment shall be made at on the offices next succeeding date which is a Business Day. As used in this Agreement, “Business Day” shall have the meaning as set forth in the Notes. (b) The Issuer hereby authorizes and directs the Paying Agent from funds so paid to the Paying Agent to make payment of [_______________] or at such other place as shall be agreed upon by all amounts due on the Representatives Notes in accordance with the terms of the Notes, the Indenture and the Company, at 9:00 A.M. (Eastern timeprovisions of this Agreement. If any payment provided for in clause 5(a) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed is made late but otherwise in accordance with the provisions of Section 10this Agreement, the Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by the Paying Agent of such payment. (c) If the Paying Agent has not, on the date on which any payment is due to be made to the Paying Agent pursuant to clause 5(a), or such other time not later than ten business days after received the full amount payable in respect thereof on such date but receives such full amount later, together with accrued interest (if any) in accordance with the Indenture, it shall forthwith so notify the Issuer and the Trustee. Unless and until the full amount of any such principal or interest payment has been made to it, the Paying Agent will not be bound to make such payments. (d) Without prejudice to clause 5(b), if the Paying Agent pays out on or after the due date therefor (other than as shall be agreed upon a result of its own gross negligence or willful misconduct) to persons entitled thereto, or becomes liable to pay out, any amounts on the assumption (which is not negated by reasonable evidence to the contrary) that the corresponding payment by the Representatives Issuer has been or will be made, the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Company Paying Agent on such amount from (such time and including) the date on which it is paid out to (but excluding) the date of payment reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and delivery being herein called “Closing Time”). In addition, in the event that any or all expressed as a rate per annum. (e) Payment of only part of the Option Securities are purchased by the Underwriters, payment amount payable in respect of the purchase price for, and delivery of, such Option Securities shall a Note may only be made at the above-mentioned offices, discretion of the relevant Noteholder(s) (except as the result of a withholding or at such other place as shall be agreed upon deduction for or on account of any taxes permitted by the Representatives and Indenture). If at any time a Paying Agent makes a partial payment in respect of any Note presented to it, it shall inform the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts Registrar of the Underwriters same such that the Registrar may record the same on the register of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderNotes.

Payment. Payment (a) Invoices shall be submitted to the attention of the purchase price forWMKO’s Accounts Payable Department at ▇-▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇▇▇▇.▇▇▇, unless otherwise specified, and delivery ofshall contain the following information as applicable: (i) Contract or PO number, (ii) item number, (iii) description of supplies or services, (iv) size, (v) quantity, (vi) unit price, (vii) extended totals, and (viii) any other information that may be specified on the face of this Contract. Any applicable state or Federal taxes shall be shown separately on the invoice. (b) WMKO shall pay Supplier, upon the submission of proper invoices, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be prices agreed upon by in this Contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this Contract. (c) WMKO shall make its best effort to make payments within the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourthnet period, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)any, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice Contract, measured from the Representatives to date of receipt of the Companygoods or services at the destination or the date of receipt of the invoice, whichever is later. Discount time periods will be measured from the same date. Payment shall be deemed to have been made to on the Company by wire date the check is mailed or on the date on which an electronic funds transfer was made. In no event will WMKO be liable for or pay a surcharge, interest, or any kind of immediately available funds to penalty as a bank account designated by result of WMKO’s payment not being made within the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securitiesnet period, if any, which it has agreed specified in the Contract or the date of payment by electronic funds transfer. (d) Payment for goods or services will not waive or otherwise affect WMKO’s right to purchase. The Representativesinspect such goods or services or to reject, individually and not as representatives or revoke acceptance of, nonconforming goods or services. (e) If Supplier becomes aware that WMKO overpaid on an invoice payment, Supplier shall (i) remit the overpayment along with a description of the Underwriters, may overpayment to WMKO’s Accounts Payable Department including the (but shall not be obligated toA) make payment Circumstances of the purchase price for the Initial Securities or the Option Securitiesoverpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) affected contract number and delivery order number, if anyapplicable; (C) affected contract line item or subline item, if applicable; and (D) Supplier point of contact; and (ii) provide a copy of the remittance and supporting documentation to be purchased by any Underwriter whose funds have not been received by the Closing Time WMKO’s Purchasing Agent or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderCPO.

Payment. Payment of the purchase price 7.1 Customer shall pay or reimburse Company for all Company Reimbursable Costs. The Company has previously invoiced Customer for, and delivery ofCustomer has paid, an initial prepayment of One Hundred Fifty Thousand dollars ($150,000) (the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing TimePrior Prepayment”). In additionCompany shall invoice Customer for an additional prepayment of Five Hundred Thousand Dollars ($500,000) (the “Additional Prepayment”, in and, together with the event that any or all Prior Prepayment, the “Initial Prepayment”) and Customer shall pay the Additional Prepayment to Company within thirty (30) Days of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Companyinvoice due date. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make to commence or continue Work under this Agreement, as amended, prior to receiving payment in full of the purchase price Initial Prepayment. 7.2 Company may periodically invoice Customer for Company Reimbursable Costs incurred. Each invoice will contain reasonable detail sufficient to show the invoiced Company Reimbursable Costs incurred by line item. Company is not required to issue periodic invoices to Customer and may elect, in its sole discretion, to continue performance hereunder after the depletion of the Initial Prepayment or any subsequent prepayment, as applicable, and invoice Customer at a later date. Except as otherwise expressly provided for in this Agreement, all invoices shall be due and payable thirty (30) Days from date of invoice. If any Effective Date: 5/29/2015 - Docket #: ER15-2152-000 - Page 12 payment due under this Agreement is not received within thirty (30) Days after the applicable invoice due date, the Customer shall pay to the Company interest on the unpaid amount at an annual rate equal to two percent (2%) above the prime rate of interest from time to time published under “Money Rates” in The Wall Street Journal (or if at the time of determination thereof, such rate is not being published in The Wall Street Journal, such comparable rate from a federally insured bank in New York, New York as the Company may reasonably determine), the rate to be calculated daily from and including the due date until payment is made in full. In addition to any other rights and remedies available to Company, if any payment due from Customer under this Agreement is not received within thirty (30) Days after the applicable invoice due date, Company may suspend any or all Work pending receipt of all amounts due from Customer; any such suspension shall be without recourse or liability to Company. 7.3 Each month during the term of this Agreement, the Company shall provide Customer with a report (each, a “Monthly Report”) containing (i) unless invoiced, the Company’s current estimate of the Company Reimbursable Costs incurred in the prior calendar month, and (ii) the Company’s current forecast (20% to 40% variance) of the Company Reimbursable Costs expected to be incurred in the next calendar month, provided, however, that such Monthly Reports (and any forecasted or estimated amounts reflected therein) shall not limit Customer’s obligation to pay Company for all Company Reimbursable Costs actually incurred by Company or its Affiliates. 7.4 If Customer claims exemption from sales tax, Customer agrees to provide Company with an appropriate, current and valid tax exemption certificate, in form and substance satisfactory to National Grid, relieving National Grid from any obligation to collect sales taxes from Customer ("Sales Tax Exemption Certificate"). During the term of this Agreement, Customer shall promptly provide National Grid with any modifications, revisions or updates to the Sales Tax Exemption Certificate or to Customer's exemption status. If Customer fails to provide an acceptable Sales Tax Exemption Certificate for a particular transaction, National Grid shall add the sales tax to the applicable invoice to be paid by Customer. 7.5 Company shall maintain reasonably detailed records to document the Company Reimbursable Costs. So long as a request for access is made within six (6) months of completion of the Work, Customer and its chosen auditor shall, during normal business hours and upon reasonable advanced written notice of not less than ten (10) days, be provided with access to such records for the Initial Securities sole purpose of verification by Customer that the Company Reimbursable Costs have been incurred by Company. 7.6 Company’s invoices to Customer for all sums owed under this Agreement shall be sent to the individual and address specified below, or to such other individual and address as Customer may designate, from time to time, by written notice to the Option SecuritiesCompany : NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement between Niagara Mohawk & RG&E Name: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Address: RG&E ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, if any, ▇▇ ▇▇▇▇▇ 7.7 All payments made under this Agreement shall be made in immediately available funds. Payments to the Company shall be purchased made by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.wire transfer to: Wire Payment: ▇▇ ▇▇▇▇▇▇ Chase ABA#: ▇▇▇▇▇▇▇▇▇ Credit: National Grid USA Account#: ▇▇▇▇▇▇▇▇

Payment. Payment (A) Except to the extent otherwise set forth in this MSA, Customer shall pay to Licensors all monthly Service Fees, License Fees, and other amounts in advance, within 30 days after Customer’s receipt of invoice. Concurrently with Customer’s execution of this MSA, Customer shall pay to CoreSite the Monthly License Fees for the 1st full month in which Bi Monthly License Fees are payable, and the initial Non-Recurring Fee for the Space. Payments for partial calendar months shall be prorated based on the number of days in such month. All other amounts payable by Customer shall be paid by Customer to Licensors within 30 days after the date of Licensors’ invoice. License Fees and Service Fees shall be payable for the entire Term regardless of whether Customer uses the Space or Services. Notwithstanding anything to the contrary in this MSA, without limiting either Licensor’s ability to send invoices via other means, (i) an invoice shall be considered properly delivered by a Licensor and received by Customer upon such Licensor’s e-mailing of the purchase price forinvoice to the Invoice E-Mail Address set forth in the Basic Provisions (or any other e-mail address that such Licensor reasonably considers to be a working e-mail address for Customer), and delivery of(ii) an invoice shall be considered properly delivered by Licensors and received by Customer upon the Licensors making the invoice available for Customer’s review on the Licensor’s on-line Customer account system (currently, the Initial Securities “OSS”). (B) Without limiting any other rights or remedies of Licensors, any amounts payable by Customer that are not paid when due (a “Shortfall”), a late fee of *** (or the maximum amount permitted by Law if such maximum amount is less than such late fee) of the Shortfall shall be due and payable to Licensors. Licensors shall apportion any late fees accruing on the Shortfall in proportion to the relative amount owed by Customer to each Licensor for the month in which the Shortfall occurs. (C) All License Fees and Service Fees are exclusive of all taxes (including, without limitation, sales, use, transfer, privilege, excise, VAT, GST, consumption and other similar taxes), fees, duties, governmental assessments, impositions and levies imposed on the transaction in question (including, without limitation, the delivery of Services), all of which Customer shall pay in full (including, without limitation, any and all of the foregoing relating to carbon and: climate/environment control), other than Licensors’ income, estate, gift or, except as may be set forth in this MSA, real estate taxes. All payments by Customer shall be made at without offset or deduction, in United States Dollars, in immediately available funds, to the offices of [_______________] address designated by Licensors in good faith from time to time. The initial payment address for Licensors is set forth in the Basic Provisions; provided, however, either Licensor may change its payment information upon written notice to Customer. Payments shall not be made by Customer via Federal Express or at such other place as overnight courier, or by messenger. All non-recurring fees are non-refundable and shall be agreed upon paid by Customer to the Licensor entitled to receive such non-recurring fees, and shall belong to such Licensor. Customer shall be responsible for any fees incurred by either Licensor as a result of any check not being honored by the Representatives drawee thereof. In the event any check provided by or on behalf of Customer to either Licensor is not honored by the drawee thereof more than twice, in Five9, Inc.; ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Santa Clara, CA 6 ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** the aggregate, then either Licensor may require that Customer pay all amounts in connection with this MSA by wire transfer only, in accordance with wire transfer instructions provided by such Licensor. (D) Notwithstanding any provision to the contrary set forth herein, unless and until Customer is notified otherwise in writing by Licensors, CoreSite Services shall act as agent for CoreSite for the Companypurpose of collecting all payments due and payable to CoreSite hereunder. In furtherance of the foregoing, at 9:00 A.M. (Eastern time) on CoreSite hereby directs Customer to make all such payments to CoreSite Services, which payments shall be made together with, and shall be in the third (fourthform requested by CoreSite with respect to, if the pricing occurs after 4:30 P.M. (Eastern time) on payments due and payable to CoreSite Services hereunder. Customer will continue to make such payments due and payable to CoreSite to CoreSite Services until directed otherwise in writing by CoreSite, and CoreSite acknowledges and agrees that payment of any given day) business day after the date hereof (unless postponed fees hereunder, including License Fees and Power Fees or any other amount that is due to CoreSite by Customer, in accordance with the provisions of this Section 102 shall constitute performance by Customer under this MSA as to all such amounts paid. CoreSite Services agrees that any payments collected by CoreSite Services as agent for CoreSite shall be remitted to CoreSite. For purposes of clarity and without limiting the generality of the application of this Section 2(D), or Licensors may, in their sole discretion, provide Customer with separate invoices setting forth the fees and charges owing to each Licensor, and Licensors are not obligated hereunder to provide Customer a single invoice setting forth the charges owing to Licensors under this MSA. (E) If Customer, in good faith, disputes any amount in an invoice that has been charged by Licensors to Customer under this MSA, Customer may notify Licensors in writing of such other time not good faith dispute (“Good Faith Dispute Notice”) no later than ten business thirty (30) days after Customer’s receipt of such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additioninvoice; provided, in the event however, that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but Customer shall not be obligated to) make payment of permitted to dispute any amount that is set forth in the purchase price MSA or Order Form as a specific dollar amount. Customer shall not be responsible for the Initial Securities or the Option Securities, any late fees accruing on any such disputed amount only if anyCustomer is able to demonstrate, to the reasonable satisfaction of Licensors, within thirty (30) days after Licensors’ receipt of Customer’s Good Faith Dispute Notice, that such disputed amount was erroneously charged to Customer. If Customer does not demonstrate, to the reasonable satisfaction of Licensors, within thirty (30) days after Licensor’s receipt of Customer’s Good Faith Dispute Notice, that such disputed amount was erroneously charged, Customer shall pay such disputed amount to Licensors within ten (10) days after Licensor’s demand. If Customer fails to dispute an amount in accordance with the terms and time periods of this Section 2(E), then Customer shall be purchased by any Underwriter whose funds deemed to have not been received by the Closing Time or the relevant Date of Deliverywaived all rights to dispute or, as the case may be, but otherwise object to such payment shall not relieve such Underwriter from its obligations hereunderamount.

Payment. Payment of the purchase price for, and delivery ofof certificates or book entry credits for, the Initial Securities shall be made at the offices of [_______________] C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives M▇▇▇▇▇▇ L▇▇▇▇ to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the CompanyCompany and the Selling Shareholder, as the case may be, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates or book entry credits for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Securities shall be made at the offices of [_______________] , or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC Underwriters for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesUnderwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representativespurchase , individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Unless otherwise agreed by Seller in writing payment terms are 30 days net (on or before the 30th day following the date of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] invoice) or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with any individual settlement terms agreed in writing with the provisions Seller and time shall be of Section 10the essence of this condition. Seller will invoice Buyer at the time of delivery. The Buyer is liable to pay for all goods and/or services (including without limitation VAT and other sales tax and expenses) supplied to him by the Seller. The Seller shall be entitled to invoice the Customer for the price of the goods, together with any delivery charges and applicable VAT or other sales tax, on or at any time after delivery or shipment of the goods (whichever is the earlier), unless the Buyer wrongfully fails to take delivery of the goods, in which case the Seller will be entitled to invoice the Buyer for such sums at any time after the Seller has tendered delivery of the goods. The Seller will be entitled to invoice the Buyer for the price of the services, together with all expenses incurred by the Seller in providing the services and any applicable VAT or other sales tax, on the dates specified in the Contract, or where no such other dates are specified, either on completion of the services or at any time after the end of each calendar month in respect of services provided during that month, whichever is earlier. If payment is not later than ten business days after such made on the due date as for payment, the Seller shall be agreed upon by entitled (without prejudice to any other right or remedy it may have) to charge interest on the Representatives and amount due from that date until the Company (such time and date of payment in full (whether before or after judgement) at 10% over Barclays Bank Base Rate in force for the time being and delivery being herein called “Closing Time”)to charge for the legals fees incurred to reclaim payment. In additionThe Seller reserves the right to alter the terms for payment which it allows to any class of or individual purchaser without notice and after such change of terms, the terms allowed shall be those current at the date of dispatch of the goods by the Seller. The Buyer shall not be entitled to the benefit of any set-off to which he might be otherwise entitled in Law or in Equity. All sums payable under this Contract will be payable without any counterclaim or deductions and the Seller shall be entitled in the event that of non-payment, to obtain and enforce judgement thereon without any or all stay of execution pending the Option Securities are purchased determination of any cross claim by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderBuyer.

Payment. Payment 7.2.1 At or prior to the Completion Date, ASML shall deliver or cause to be delivered to HMI's stock agent, or, at ASML's sole discretion, to another stock agent designated by ASML (the "Stock Agent"), in trust for the benefit of the purchase price forshareholders of HMI, and delivery of, cash in an amount sufficient to pay the Initial Securities aggregate Consideration (the "Payment Fund"). The Payment Fund shall not be made at used for any purpose other than to pay the offices Consideration per Share to the shareholders of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed HMI in accordance with this Agreement. ASML shall pay all charges and expenses, including those of the provisions Stock Agent, incurred in connection with the payment of Section 10)the Consideration. 7.2.2 As soon as reasonably practicable on or after the Completion Date, or such other time not later than ten business days after such date as ASML shall cause the Stock Agent to pay the Consideration to each holder of record of Shares represented by book-entry that, immediately prior to the Completion Date, represented outstanding Shares that were converted into the right to receive the Consideration. After paying the Consideration pursuant to this Clause 7.2.2, the Stock Agent shall apply with the Taiwan Depository & Clearing Corporation to transfer the Shares to the name of ASML or, if ASML has designated a wholly-owned Subsidiary in accordance with Clause 2.3.1, the Purchaser. The Consideration shall be agreed paid to the Person whose name is registered as the holder of the Shares. 7.2.3 Any portion of the Payment Fund (and any interest or other income earned thereon) that remains undistributed to the holders of Shares (other than Dissenting Shares) one year after the Completion Date shall be delivered to ASML or the Purchaser upon demand, and any holders of Shares (other than Dissenting Shares) who have not received the Consideration for any Share held by them immediately prior to the Representatives and Completion Date, shall after the Company (expiry of one year after the Completion Date look only to ASML, as general creditor, for payment of the Consideration with respect to such time and date of payment and delivery being herein called “Closing Time”)Shares, without interest. In addition, in the event that any or all of the Option Securities are purchased Payment Fund is insufficient to make the payments contemplated by the Underwritersthis Agreement, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned officesASML shall, or at such other place as shall be agreed upon by cause its designated Subsidiary to, promptly deposit additional funds with the Representatives and Stock Agent in an amount which is equal to the Company, on each Date of Delivery as specified deficiency in the notice from the Representatives amount required to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchasesuch payment. The Representatives, individually and not as representatives of the Underwriters, may (but shall Payment Fund will not be obligated to) make payment of the purchase price used for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have purpose not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderexpressly provided for in this Agreement.

Payment. Payment The Company agrees to provide the following to Employee in consideration for Employee entering into this Agreement: (i) Following the Separation Date, provided that this Agreement is in effect and Employee is in compliance with this Agreement (and any agreements incorporated herein) the Company will provide Employee with the following benefits (the “Separation Benefits”): a. Salary continuation at the rate in effect on the Effective Date of this Agreement, for six (6) months following the purchase price forSeparation Date (the “Salary Continuation Period”). All such payments, if any, will be less applicable withholding, and delivery of, the Initial Securities shall will be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions Company’s regular payroll practices and schedule. b. Reimbursement of Section 10)Employee for insurance continuation premiums made by Employee pursuant to COBRA for the shorter of (i) twelve (12) months after the Separation Date, (ii) the date Employee has secured other employment pursuant to which Employee is eligible for health insurance coverage, or such other time not later than ten business days after such (iii) the date as shall be agreed upon by the Representatives and Employee is no longer eligible to receive continuation coverage pursuant to COBRA, subject to Employee’s providing evidence of payment to the Company within thirty (30) days of Employee making such time payments. c. All stock options and restricted stock held by Employee in which Employee would have vested if Employee had remained employed with the Company for a period of six (6) months following the date of payment and delivery being herein called “Closing Time”). In additiontermination shall immediately vest and, in the event that any or all if applicable, become exercisable as of the Option Securities are purchased by the Underwriters, payment date of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives termination. d. Employee will remain eligible to potentially receive compensation related to the Company. Payment shall be made ’s management incentive plan for 2013 subject to the Company by wire transfer terms and conditions set forth in section 2(d) of immediately available funds to a bank account designated by the CompanySeverance Agreement. If applicable, against delivery Employee will be paid according to the Representatives through the facilities of DTC for the respective accounts formula set forth in section 2(d) of the Underwriters Severance Agreement. All determinations of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment amount of the purchase price for, the Initial Securities achievement of objectives and the Option Securitiesamounts of such bonuses, if any, which it has agreed to purchase. The Representatives, individually and not as representatives shall be made by the Board of Directors of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from Company in its obligations hereundersole discretion.

Payment. The Fiscal Agent will act as the paying agent in respect of the Bonds (the “Paying Agent”). Payment of the purchase price for, and delivery of, the Initial Securities principal in respect of a Bond shall be made upon surrender of the Bond Certificate and payment of interest on the Bonds shall be made upon surrender of the relevant Coupon, at the offices office of [_______________] or at such other place the Paying Agent set forth in this Condition 6, except as provided in Condition 8. Any Bond Certificate surrendered for redemption shall be agreed presented together with all unmatured Coupons appertaining thereto, failing which the face value of any missing unmatured Coupons shall be deducted from the principal; provided, however, that the holder of any such missing Coupon may, upon surrender of such Coupon within the prescription period of five years from the relevant Interest Payment Date, receive the amount so deducted. All payments of principal of and interest on the Bonds, whether or not on any Interest Payment Date, shall be made in Japanese yen. If any due date for the payment of principal of or interest on the Bonds falls on a day which is not a day on which banks are open for business in Tokyo, Japan (a “Business Day”), the Bondholders or holders of Coupons shall not be entitled to payment of the amount due until the next following Business Day, nor shall they be entitled to the payment of any further or additional interest or other payment in respect of such delay. If the full amount of principal of or interest on the Bonds payable on any due date is received by the Representatives Fiscal Agent after such due date, the Issuer shall, or shall cause the Fiscal Agent to, give public notice to that effect and of the Companymethod of payment to the Bondholders or the holders of Coupons as soon as practicable but not later than fourteen (14) days after receipt of such amount by the Fiscal Agent. If the date of payment or the method of payment (or both) cannot be determined at the time of such receipt, the Issuer or the Fiscal Agent shall give public notice to the Bondholders or the holders of Coupons of the receipt of such amount and of the date and/or the method of payment to the extent having been determined, and, subsequently, give public notice to the Bondholders or the holders of Coupons of the date and/or the method of payment as soon as practicable after such undetermined items are determined. All expenses incurred in connection with the said public notice shall be borne by the Issuer. The name of the Paying Agent and its specified offices at 9:00 A.M. (Eastern time) which the payment of principal of and interest on the third (fourth, if Bonds will be made are set out below: Sumitomo Mitsui Banking Corporation - Head Office The Issuer reserves the pricing occurs after 4:30 P.M. (Eastern time) on right at any given day) business day after time to replace or appoint additional or other paying agents. Notice of any change in or addition to the date hereof (unless postponed paying agents or their specified offices will be published in advance in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall Condition 14 below. No paying agent may be agreed upon appointed by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, Issuer in the event that United States or its possessions or make any or all of the Option Securities are purchased by the Underwriters, payment of principal of or interest on the purchase price for, and delivery of, such Option Securities shall Bonds within the United States or its possessions. No payment of principal of or interest on any Bond will be made at any office or branch of the above-mentioned officesFiscal Agent in its capacity as paying agent, any replacement Fiscal Agent or any other paying agency appointed by the Issuer outside Japan, nor will any payment be made by transfer to an account maintained with a bank located in, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives check mailed to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price foran address in, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities United States or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderpossessions.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] Sidley Austin LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: a portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Initial Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with certain of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal 102% of the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriters. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. Payment by the Underwriters for the Initial Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of certain of the gross proceeds from the sale of the Private Placement Warrants by wire transfer or at the direction of immediately available funds the Company into the Trust Account, in each case at least two business days prior to a bank account designated by the Companyclosing Time and in accordance with the terms of the Private Placement Agreement. Payment for the Option Securities on each Date of Delivery, against if any, shall be made as follows: the purchase price for the Option Securities set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement, along with certain of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal 102% of the product of the number of Units sold in the public offering and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities, in each case for the respective accounts account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. Payment by the Underwriters for the Option Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of certain of the Underwritten Securities gross proceeds from the sale of the Private Placement Warrants by or at the direction of the Company into the Trust Account, in each case at least one business day prior to be purchased by themthe applicable Date of Delivery and in accordance with the terms of the Private Placement Agreement. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesBofA, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as shall be necessary to cause such payment to be made promptly. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery ofof certificates or book entry credits for, the Initial Securities shall be made at the offices of [_______________] C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives M▇▇▇▇▇▇ L▇▇▇▇ to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the CompanyCompany and the Selling Shareholder, as the case may be, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates or book entry credits for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery ofof certificates or security entitlements for, the Initial Closing Securities shall be made at the offices of [_______________] Loeb & Loeb LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (Eastern New York City time) on the third first (fourthsecond, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Closing Securities at the Closing Time shall be made through the facilities of The Depository Trust Company, other than with respect to any Pre-Funded Warrants or unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company, other than with respect to any Pre-Funded Warrants or unless the Representative shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its accountaccounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Closing Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesTitan Partners, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Closing Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, of the Initial Securities shall be made at the offices of [_______________] Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, of such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the CompanyCompany and each Selling Stockholder, as the case may be, against delivery to the Representatives through the facilities of DTC to the Representatives for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment (a) In order to provide for the payment of principal of and interest on the purchase price for, Notes as the same shall become due and delivery ofpayable, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Issuer hereby agrees to pay to the Company. Payment shall be made to the Company Principal Paying Agent by wire transfer of immediately available funds to a bank account designated by the Company, against delivery for credit to the Representatives through account of the facilities Fiscal Agent as specified in Section 4(c) hereof prior to 10:00 a.m., New York City time, on each interest payment date or the maturity date (including a date fixed for redemption) of DTC Notes, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of public and private debts, an amount which (together with any funds then held by any Paying Agent or the purchase price for, the Initial Securities Registrar and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price available for the Initial Securities purpose) shall be sufficient to pay the interest or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time principal or the relevant Date of Deliveryboth, as the case may be, but becoming due on such date; provided, however, that if such date is not a Business Day, the Issuer shall make such payment on the next succeeding Business Day without any further interest or other amounts being paid or payable in connection therewith. A “Business Day” is any day which is not, in London, England, New York City or the place of payment of such interest or principal, a Saturday, Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law to close. The Fiscal Agent shall, upon receipt, apply such amounts to the payment due on such date and, pending such application, such amounts shall be held in trust by the Fiscal Agent for the benefit of the persons entitled thereto. (b) In order to provide for the payment of any amount that the Guarantor is required by the terms of the Guarantee to pay or cause to be paid in respect of the Notes outstanding and any and all other amounts under this Agreement, as and when such amounts become due and payable pursuant to the Guarantee, the Guarantor hereby agrees, pursuant to the Guarantee, to pay that amount or to cause that amount to be paid to the Fiscal Agent at or prior to 10:00 a.m., New York City time, on the date for payment thereof as provided in the Guarantee. Any payment in full made by the Guarantor to the Fiscal Agent pursuant to this Section 4(b) or the corresponding provisions of the Guarantee shall constitute a full, irrevocable and unconditional discharge of the Guarantor’s obligations under the Guarantee, pro tanto, subject to the terms and conditions thereof. (c) Payments to the Fiscal Agent by wire transfer of immediately available funds as provided in Section 4(a) or 4(b) hereof shall be made in US dollars to such account with such bank in New York City as the Fiscal Agent may from time to time notify to the Issuer and the Guarantor in writing no less than 10 Business Days in advance of the time any such payment is due and payable. (d) The Issuer and the Guarantor shall procure that the bank through which any payments due hereunder are to be made will supply the Fiscal Agent by 10:00 a.m., New York City time, one Business Day prior to the due date for any such payment, an irrevocable confirmation (by tested telex, facsimile or Swift MT 100 Message) of its intention to make such payment. (e) The Fiscal Agent and each other Agent that receives an amount paid to it hereunder for payment to the registered holders (directly or through another Agent) shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers; provided, however, that: (i) it shall not relieve exercise against any of the Issuer or the Guarantor a right of set-off or similar claim in respect thereof except for unpaid amounts due and payable to it under Section 8 hereof where the fiscal Agent may exercise its set off right; and (ii) it shall only apply all such Underwriter amounts to make payments under the Notes or to another Agent, as applicable, or as otherwise expressly provided in Section 4(h). (f) Upon the Issuer and the Guarantor being discharged from its their respective obligations hereunderto make payments in respect of any Notes pursuant to the Conditions and provided that there is no outstanding, bona fide and proper claim in respect of any such payments, the Fiscal Agent shall forthwith on demand pay to the Issuer or the Guarantor, as the case may be, an amount equal to any amounts paid to it by the Issuer or the Guarantor, as the case may be, for the purposes of such payments. (g) If the Issuer or the Guarantor becomes liable to pay additional amounts pursuant to Section 3 of the Conditions (all such amounts being referred to as “Additional Amounts”), then at least five Business Days prior to the date of any payment by the Issuer or the Guarantor of principal or interest on the Notes, the Issuer or the Guarantor, as the case may be, will furnish the Fiscal Agent with a certificate which specifies the amount required to be withheld, if any, on such payment to registered holders of the Notes and the Additional Amounts, if any, due to such holders, and will pay to the Fiscal Agent such Additional Amounts as shall be required to be paid to such holders. All references in this Agreement to principal and interest, if any, in respect of Notes shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any, payable in respect of such Notes as set forth in the Conditions. (h) The Fiscal Agent shall be under no obligation whatsoever to make any payment until it receives funds from the Issuer or the Guarantor. However, if the Fiscal Agent pays out, or becomes liable to pay out, funds on or after the due date of payment therefor on the assumption that the corresponding payment by the Issuer or the Guarantor has been or will be made and such payment has in fact not been so made by the Issuer or the Guarantor, the Issuer or the Guarantor shall on demand reimburse the Fiscal Agent for such funds, including interest on such amount from the date on which it was paid out to the date of reimbursement at a rate per annum equal to the cost of the Fiscal Agent of funding the amount paid out, as certified by the Fiscal Agent, expressed as a rate per annum. (i) Subject to the Issuer’s compliance with Section 4(a) hereof or the Guarantor’s compliance with Section 4(b) hereof, as the case may be, and subject to and in accordance with the Conditions, the Fiscal Agent will pay or cause to be paid on behalf of the Issuer, or the Guarantor, as the case may be, on and after each due date therefor the amounts due in respect of the Notes. If any payment provided for in such Section 4(a) is made late but otherwise in accordance with this Agreement, the Fiscal Agent will nevertheless endeavor to make such payment in respect of the Notes. However, unless and until the full amount of any such payment has been made to the Fiscal Agent, the Fiscal Agent will not be bound to make such payments.

Payment. Payment (a) BROKER agrees to pay CARRIER for its services rendered hereunder, upon written receipt of the purchase price forsigned proof of delivery or bill of lading, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)rates set forth above, or such other time as otherwise agreed, within thirty (30) days of receipt of CARRIER’s invoice which must indicate BROKER’s SPT number, *provided invoice is received not later than ten business one-hundred and eighty days (180) days after such date as shall of delivery, or scheduled date of delivery, whichever is earlier. CARRIER expressly waives its right to collection after the one hundred and eighty day period. Arbitration or litigation action for alleged non-payment for CARRIER services hereunder must be commenced within one (1) year (two (2) years for Canadian carriers) of date of delivery or scheduled delivery whichever is earlier in order to avoid being permanently barred. Upon receipt of payment, CARRIER automatically assigns all of its rights to payment from shippers, consignees, or third parties to BROKER. (b) ▇▇▇▇▇▇▇ agrees to transport freight for BROKER, under the terms of its own motor carrier authority, at the rate mutually agreed upon in writing, by fax, or by electronic or other means, contained in BROKER’s Load Confirmation Sheet(s) even if such confirmation sheet is not returned signed. ▇▇▇▇▇▇▇ agrees that BROKER is the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, sole party responsible for payment of CARRIER invoices and that, under no circumstances, will CARRIER seek payment from the purchase price forshipper or consignee, or any party responsible for payment. BROKER and CARRIER shall use their best efforts to ensure the accuracy of all freight charge ▇▇▇▇▇▇▇▇ tendered by BROKER to customers for transportation services performed by CARRIER. BROKER shall have the right to audit, from time to time, any and all freight charge ▇▇▇▇▇▇▇▇ by CARRIER, and delivery of, CARRIER shall cooperate fully with the conduct of such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderaudits.

Payment. Payment (a) Unless otherwise set forth on a Schedule (or otherwise mutually agreed to by the Parties in writing), charges for Services shall be invoiced quarterly in arrears by each Party (or its Subsidiary) providing or procuring such Services following the end of a quarter; provided that provided that charges for Consulting Services shall be invoiced monthly in arrears by each Party (or its Subsidiary) providing or procuring such Consulting Services following the end of a month. The invoice shall set forth in reasonable detail (which shall be sufficient to allow the receiving Party’s internal controlling or financial oversight personnel or its certified public accountants to verify independently the correctness of the purchase price forinvoice) for the period covered by such invoice (i) the Services rendered, (ii) the aggregate amount charged for each type of Service provided, (iii) the calculations for such amount charged, including billing rates, hours worked, ARMR, and delivery ofCost, as applicable, and (iv) such additional information as the Initial Securities Party receiving the invoice may reasonably request. Each invoice shall be made at directed to the offices appropriate Services Manager of [_______________] or at such other place as shall be agreed upon by the Representatives and Party to receive the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), invoice or such other individual designated in writing from time not later than ten business days after to time by such date as shall be Services Manager. Unless otherwise agreed upon by in writing between the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionParties, all payments made pursuant to an invoice shall, in the event case of payments to a Qualtrics Entity, unless otherwise agreed in writing, be made in U.S. dollars and, in the case of payments to a SAP Entity, be made in the local or functional currency of such SAP Entity. The Parties shall provide documentation supporting any amounts invoiced pursuant to this Section 3.02 as the Party receiving the invoice may from time to time reasonably request. (b) Each invoice shall be payable within sixty (60) days after receipt; provided that if such Party, in good faith, disputes any or all of the Option Securities are purchased by the Underwritersinvoiced charge, payment of such charge may be made only after mutual resolution of such dispute. Each Party agrees to notify the purchase price forParty sending the invoice promptly, and delivery ofin no event later than thirty (30) days following receipt of an invoice, such Option Securities of any disputed charge, listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be made at the above-mentioned offices, or at such other place as deemed accepted and shall be agreed upon by paid, notwithstanding disputes on other items, within the Representatives period set forth in Section 3.02(a). The applicable Parties shall seek to resolve all such disputes expeditiously and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Companygood faith. Payment Interest shall be made charged on amounts overdue. The interest rate is based on the official interbank offered rate (1m-LIBOR) or a similar official reference rate of the relevant currency prevailing the first day of the month in which the interest will be calculated plus a margin of 100 basis points (1.00%) per annum. The interest will be calculated and charged on a monthly basis. (c) During the term of this Agreement, each Party shall keep such books, records and accounts as are reasonably necessary to verify the Company by wire transfer calculation of immediately available funds the fees and related expense for Services provided hereunder. Each Party shall provide documentation supporting any amounts invoiced pursuant to a bank account designated by this Section 3.02 as the Companyother Party may from time to time reasonably request. Each Party shall have the right to review such books, against delivery to the Representatives through the facilities of DTC for the respective records and accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt forother Party at any time upon reasonable notice, and make payment of the purchase price forParty requesting such review agrees to conduct any such review in a manner so as not to unreasonably interfere with the other Party’s normal business operations. (d) Each Party hereby acknowledges and agrees that it shall have no right under this Agreement to offset any amounts owed (or to become due and owing) to another Party, the Initial Securities whether under this Agreement or otherwise, against any other amount owed (or to become due and the Option Securities, if any, which owing) to it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderother Party.

Payment. Payment Delivery of the purchase price certificates for, and delivery or other evidence of, the Initial Securities shall be made at the offices of [_______________] Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment delivery of the purchase price certificates for, and delivery or other evidence of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany in accordance with Section 2(b). Payment shall be made to the Company Company, with respect to the Initial Securities, at the Closing Time and, with respect to any Option Securities, at the applicable Date of Delivery by wire transfer of immediately available funds to a bank account designated by the Company, Company against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Underwritten Securities shall be made at the offices of [_______________] Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 108 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives ” and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company“Closing Date,” respectively). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated in writing by the Company, against delivery to the Representatives through the facilities of DTC Underwriters for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesUnderwriters’ representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. The RepresentativesUnderwriters’ representative, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price forprice, and against delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forprice, and delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment 4.1 At wallacespace’s discretion, in particular for new Hirers or for any Event commencing after 6pm or any Large Event or where there is third party demand for the Room, wallacespace reserves the right to require payment of a non – refundable deposit of all or part of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourthPrice immediately after Confirmation or, if the pricing occurs required after 4:30 P.M. (Eastern time) Confirmation, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as wallacespace may specify. If the Hirer does not pay any required deposit by the due date, wallacespace may treat the booking as having been cancelled by the Hirer. Any sums paid as a deposit shall put towards the relevant invoice when it is raised. 4.2 In consideration for the supply of the Facilities, the Hirer shall pay the Price to wallacespace. The Price is exclusive of value added tax (VAT) which shall be agreed upon by paid at the Representatives and the Company (such same time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, as payment of the purchase price forrelevant invoice. 4.3 The Price will be invoiced as soon as reasonably possible following the date of the Event, and delivery ofprovided that for Events due to last for more than 1 week, such Option Securities wallacespace reserves the right to invoice weekly. 4.4 The Hirer shall be made at the above-mentioned officespay each invoice within 14 days of receipt, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available cleared funds to a bank account designated nominated in writing by wallacespace. 4.5 If the Hirer does not make any payment due to wallacespace under the Agreement by the Companydue date for payment, against delivery to then: (a) the Representatives through Hirer shall pay statutory compensation and interest in accordance with the facilities Late Payment of DTC for the respective accounts of the Underwriters of the Underwritten Securities Commercial Debts (Interest) Act 1998, such interest to be purchased payable on the overdue sum from the due date until actual payment, whether before or after judgment; and (b) wallacespace may suspend the supply of any Facilities (whether under the Agreement and/or any other agreements between the parties) until payment has been made in full; and/or (c) wallacespace may terminate the Agreement and/or any other agreements between the parties. 4.6 All amounts due under the Agreement from the Hirer to wallacespace shall be paid by them. It is understood that each Underwriter has authorized the Representativesin full without any set-off, for its accountcounterclaim, to accept delivery of, receipt for, and make payment deduction or withholding (other than any deduction or withholding of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not tax as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased required by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderlaw).

Payment. Payment Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default: (a) The Issuer shall, not later than 11.00 am (London time) on each due date for the payment of principal and/or interest and/or other amounts referred to in Articles 2 or 3 of the purchase price forFifth Supplemental Indenture in respect of the Notes, pay to an account specified by the Paying Agent such amount of Euros sufficient (together with any funds then held by the Paying Agent and delivery of, available for the Initial Securities purpose) to pay all principal and interest and/or other amounts referred to in Articles 2 or 3 of the Fifth Supplemental Indenture due in respect of the Notes on such date in immediately available funds; provided that if any such date is not a Business Day such payment shall be made at on the offices next succeeding date which is a Business Day. As used in this Agreement, “Business Day” shall have the meaning as set forth in the Notes. (b) The Issuer hereby authorises and directs the Paying Agent to make from funds so paid to the Paying Agent payment of [_______________] or at such other place as shall be agreed upon by all amounts due on the Representatives Notes in accordance with the terms of the Notes, the Indenture and the Company, at 9:00 A.M. (Eastern timeprovisions of this Agreement. If any payment provided for in clause 5(a) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed is made late but otherwise in accordance with the provisions of Section 10this Agreement, the Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by the Paying Agent of such payment. (c) The Paying Agent shall forthwith notify the Issuer and the Trustee if: (a) it has not, on the date on which any payment is due to be made to the Paying Agent pursuant to clause 5(a), or such other time not later than ten business days after received the full amount payable in respect thereof on such date and (b) it receives unconditionally such full amount, together with accrued interest (if any), after that date. Unless and until the full amount of any such principal or interest payment due to be made to the Paying Agent pursuant to clause 5(a) has been received by it, the Paying Agent will not be bound to make any payments in accordance with clause 5(b). (d) Without prejudice to clause 5(c), if the Paying Agent pays out on or after the due date therefor (other than as a result of its own gross negligence or wilful misconduct) to persons entitled thereto, or becomes liable to pay out, any amounts on the assumption (which is not negated by reasonable evidence to the contrary) that the corresponding payment due from the Issuer in accordance with clause 5(a) has been or will be made, the Issuer shall be agreed upon on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Paying Agent on such amount from (and including) the date on which it is paid out to (but excluding) the date of reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Representatives Paying Agent and the Company expressed as a rate per annum. (such time and date e) Payment of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all only part of the Option Securities are purchased by the Underwriters, payment amount payable in respect of the purchase price for, and delivery of, such Option Securities shall a Note may only be made at the above-mentioned offices, discretion of the relevant Noteholder(s) (except as the result of a withholding or at such other place as shall be agreed upon deduction for or on account of any taxes permitted by the Representatives and Indenture). If at any time the CompanyPaying Agent makes a partial payment in respect of any Note presented to it, on each Date of Delivery as specified in it shall inform the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts Registrar of the Underwriters same such that the Registrar may record the same on the register of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderNotes.

Payment. Payment 4.1 Subject to clause 4.9, Supplier may invoice Buyer for the Goods at such time as set out in the acknowledgement of order or at any time after delivery and for the Services on or at any time after performance commences and payment is due in the currency stated in the written acknowledgement of order (or where no acknowledgement of order is issued as stated in the quotation of Works) net thirty (30) days after date of such invoice.‌ 4.2 No payment will be deemed to have been received until Supplier has received cleared funds. 4.3 All sums payable to Supplier under the Contract will become due immediately upon termination of the purchase price for, and delivery of, the Initial Securities shall Contract. 4.4 All payments to be made at by Buyer under the offices Contract will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of [_______________] any counterclaim or at any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless Buyer is required by law to make any such deduction or withholding. 4.5 Supplier may appropriate any payment made by Buyer to Supplier to such of the invoices for the Works as Supplier thinks fit, despite any purported appropriation by Buyer. 4.6 If any sum payable under the Contract, or any other place as shall agreement between Buyer and Supplier, is not paid when due then, without prejudice to Supplier’s other rights under the Contract, Supplier will be agreed upon entitled to suspend deliveries of the Goods or performance of the Services until the outstanding amount has been received by Supplier from Buyer. 4.7 If any sum payable under the Representatives Contract is not paid when due then, without prejudice to Supplier’s other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and the Companyafter any judgment, at 9:00 A.M. (Eastern time) on eighteen per cent per annum. 4.8 Notwithstanding anything contained in the third (fourth, if Contract to the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additioncontrary, in the event that there are withholding taxes imposed by the tax authorities in respect of payments due pursuant to the Contract, Buyer shall be entitled to deduct and pay such withholding taxes to the said tax authorities on behalf of Supplier unless Supplier has previously provided Buyer with evidence satisfactory to the said tax authorities in the form of certification from its auditors/tax authorities that Supplier is not subject to tax on the relevant income. If any withholding taxes are deducted and paid to such tax authorities then Buyer will provide to Supplier within thirty days from the date of Buyer’s payment to the Supplier the tax credit documentation necessary for Supplier to receive a tax credit equal to the withholding tax. Where Supplier has made reasonable efforts to reclaim the withholding tax but is unable to do so (in whole or all in part), Buyer shall pay such an amount to Supplier such that the net amount, after deduction of the Option Securities are purchased by withholding taxes that Supplier has been unable to reclaim, is equal to the Underwritersamount that Supplier would have received from Buyer had such withholding requirement not been applicable. 4.9 Where stated in the Supplier’s quotation, payment of the purchase price for, and delivery of, such Option Securities shall be made at by the above-mentioned offices, or at such other place Buyer as follows: 4.9.1 a prepayment of 100% (one hundred percent) of the total Contract price shall be agreed upon by payable on receipt of the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the CompanySupplier’s pro-forma invoice. Payment of such sum shall be made by the Buyer to Supplier by either bank transfer or by banker’s draft, in each case the Buyer is to ensure that the sum is received in cleared funds in the Seller’s account within 30 days of the date of the pro-forma invoice; or 4.9.2 Payment of the Contract price or any instalment thereof shall be made by an Irrevocable Letter of Credit, in all respects acceptable to the Company Supplier, and confirmed by wire transfer of immediately available funds to a major South African clearing bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts in favour of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderSupplier.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Securities shall be made at the offices of [_______________] DLA Piper US LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities shall be made to the Company by wire transfer of immediately available funds as follows: $ [ ] (which includes the Deferred Underwriting Discount) of the proceeds received by the Company for the Initial Securities shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement and the remaining proceeds of $ [ ] shall be paid to a bank account designated by the Company, in each case, against delivery to the Representatives through the facilities of DTC Representative for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. Payment for the Option Securities in the amount of $9.65 per Option Security (which includes the Deferred Underwriting Discount) shall be made by wire transfer of immediately available funds to the Trust Account pursuant to the terms of the Trust Agreement against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of 3.1 If the purchase price for, and delivery Seller is or becomes liable to make a payment under the Tax Covenant in respect of: (a) an Actual Taxation Liability, the Initial Securities Seller shall be made at pay such amount on or before the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day date 5 Business Days after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the written notice from the Representatives Buyer to the Company. Payment Seller of the amount which the Seller is required to pay and requesting payment or, if later, the date 5 Business Days before the date on which the Actual Taxation Liability in question is due for payment; (b) a Deemed Taxation Liability, the Seller shall be made pay such amount by the later of 5 Business Days after the date of written notice from the Buyer to the Company by wire transfer Seller of immediately available funds the amount which the Seller is required to pay and requesting payment, and: (i) in the case of a bank account designated Set Off Liability, the date on which the Actual Taxation Liability referred to in the definition of that term would otherwise have become due for payment; (ii) in the case of an Unavailable Relief Liability, 5 Business Days before the date on which the Actual Taxation Liability referred to in the definition of that term is actually due for payment; or (iii) in the case of an Unavailable Repayment Liability, the date on which the repayment of Taxation would have been made but for that unavailability; or (c) any amount within paragraph 1.1(g) the Buyer will notify the Seller in writing of such amount specifying details of the services for which those costs, fees and expenses were incurred and the circumstances in which they were obtained and the Seller shall pay such amount on or before the date 5 Business Days after the date of such notice. 3.2 Sums not paid by the CompanySeller on the dates specified in paragraph 3.1 shall bear interest (which shall accrue from day to day after, against delivery as well as before, judgment at the base rate from time to time of Barclays Bank plc) from the Representatives through date following the facilities specified date up to and including the day of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make actual payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereundersums.

Payment. Payment of the purchase price for, and delivery of, for the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and BNP, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and BNP. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the CompanyCompany and the Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesBofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), all interest, all fees payable hereunder or under any of the purchase price forother Loan Documents, and delivery ofall costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any of the Initial Securities other Loan Documents shall be made at due and payable, in arrears, on the offices first day of [_______________] each month. Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, (i) if Borrower does not pay any interest or at such scheduled fees (including the fee provided for in Section 2.10(b)) due and payable hereunder or under any other place as Loan Document within 3 Business Days of the date of Borrower’s receipt of written notice thereof (which notice shall be agreed upon sent by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after Agent no earlier than the date hereof (unless postponed in accordance with on which any such amount first becomes due and payable and shall be sent to the provisions of Section 10email addresses for the individuals set forth on Schedule 2.6(d) hereto), to charge to the Loan Account all such interest and scheduled fees, and (ii) if Borrower does not pay any unscheduled fees, costs, expenses, Lender Group Expenses, or such other time not later than ten business amounts due and payable hereunder or under any other Loan Document within 30 days after such of the date as of Borrower’s receipt of written notice thereof (which notice shall be agreed upon sent by Agent no earlier than the Representatives date on which any such amount first becomes due and payable and shall be sent to the Company (email addresses for the individuals set forth on Schedule 2.6(d) hereto), to charge to the Loan Account all such time unscheduled fees, costs, expenses, Lender Group Expenses, or other amounts; provided, however, that if such amounts are not paid and, instead, are charged to the Loan Account they shall be charged thereto as of the day on which the item was first due and date of payment payable without regard to the applicable delay and delivery being herein called “Closing Time”). In additionsuch amounts shall accrue interest from such original date; provided further, however, that the applicable delays set forth in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, foregoing clauses (i) and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but ii) shall not be obligated toapplicable (and Agent shall be entitled to immediately charge to the Loan Account) make payment at any time that an Event of the purchase price for the Initial Securities or the Option SecuritiesDefault has occurred and is continuing and, if anysuch an Event of Default has occurred and is continuing, Agent shall be entitled to charge such amounts to the Loan Account on the date when due and payable hereunder or under any other Loan Document. Any interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document that are charged to the Loan Account shall be purchased compounded (by any Underwriter whose funds have not been received by being charged to the Closing Time or Loan Account) and shall thereafter constitute Advances hereunder and shall initially accrue interest at the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderrate then applicable to Advances that are Base Rate Loans.

Payment. Payment of Recipient shall compensate Provider only for Services actually provided pursuant to this Agreement. Invoices will be rendered each month by Provider to Recipient for the purchase price forService Fee for Services delivered during the preceding month and for any other sums due under Sections 2.1, 2.3, 3.3, 2.7, and delivery of, the Initial Securities 5.2 and Article IV. Each such invoice shall be made at the offices set forth in reasonable detail a description of [_______________] or at such other place as shall be agreed upon by the Representatives Services and the Companyamounts charged therefor. Recipient shall pay all invoiced amounts, at 9:00 A.M. which are not disputed, in immediately available funds within thirty (Eastern time30) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day days after the date hereof of the invoice. If Recipient in good faith disputes an invoice, it must notify Provider in writing of the dispute within thirty (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business 30) days after receipt of the relevant invoice specifying in detail the reason why Recipient disputes the invoice. Any undisputed amounts not paid within such date as 30-day period shall be agreed upon by subject to interest from the Representatives and due date until the Company (such time and date of payment payment, compounded monthly, at the Interest Rate. If Recipient disputes an invoiced amount in good faith and delivery being herein called “Closing Time”)such amount is thereafter determined to be due and payable, then the foregoing late charges will apply retroactively to the original due date after which such disputed amounts became delinquent. In additionWithout limiting any of its other rights and remedies hereunder, Provider may suspend performance of any Services in the event that Recipient fails to timely pay any or all undisputed amounts due under this Agreement within fifteen (15) days after written notice of non-payment from Provider is received following the end of the Option Securities are purchased 30-day period reflected in such notice. Recipient may not deduct, set-off, counterclaim or otherwise withhold any amount owed to it by the UnderwritersProvider (on account of any obligation owed by Provider, payment of the purchase price forwhether or not such obligation has been finally adjudicated, and delivery of, such Option Securities shall be made at the above-mentioned offices, settled or at such other place as shall be otherwise agreed upon in writing) against the fees or other amounts payable or expenses owed by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives such Recipient to the Company. Payment shall be made Provider pursuant to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderthis Agreement.

Payment. Payment of 5.1 The Price for the purchase price for, and delivery of, the Initial Securities Products shall be made at specified on the offices of [_______________] or at such other place as shall be agreed upon by the Representatives Order Acknowledgement and the Company, at 9:00 A.M. (Eastern time) on Purchaser shall pay the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed Price in accordance with the provisions Seller’s invoices from time to time. Where the Products will be delivered in instalments, all such instalments shall be separately invoiced and paid for, without regard to subsequent instalments. If, due to any act or omission of Section 10)the Purchaser, delivery of any Products is delayed beyond the scheduled date, the Seller shall be entitled to invoice the Purchaser in full for such Products on the scheduled delivery date. 5.2 All invoices shall be payable within 30 days of the invoice date. The Seller may at any time at its discretion vary the terms of payment specified in this Clause 5, by demanding full or partial payment prior to delivery of the Products, requiring the Purchaser to open a suitable letter of credit, or such other time not later than ten business days after such date as otherwise. 5.3 All sums referred to in this Agreement shall be agreed upon invoiced and payable in the currency specified in the Order Acknowledgement, in full, without deduction, withholding or set-off. The Price is exclusive of VAT, import and export taxes and duties, and any other tax or duty payable in relation to the supply of the Products, which shall (if and to the extent applicable) be payable by the Representatives and Purchaser in addition to the Company (such time and date of payment and delivery being herein called “Closing Time”)Price. In addition, in the event that the Seller is required to pay any such tax or all duty, the Purchaser shall reimburse the Seller therefor or shall provide the Seller at the time the Purchaser places its order with an exemption certificate or other document acceptable to the authority imposing the relevant tax or duty. 5.4 If the Purchaser is overdue with any payment hereunder, then without prejudice to the Seller's other rights or remedies: (i) the Purchaser shall be liable to pay interest on the overdue amount at an annual rate of 4% above the Option Securities are purchased by prevailing base rate of Natwest Bank plc, which interest shall accrue on a daily basis from the Underwriters, date payment becomes due until the Seller has received payment of the purchase price for, and delivery of, such Option Securities overdue amount together with all interest that has accrued; (ii) the Purchaser shall be made at reimburse the above-mentioned offices, or at such other place as shall be agreed upon Seller for any costs incurred by the Representatives Seller in taking steps to recover the overdue payment; and (iii) the CompanySeller shall have the right, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for at its accountoption, to accept suspend delivery of, receipt for, of any Products until full payment is received and/or cancel this Agreement and make payment all further deliveries of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderProducts.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities The benefit to which a Participant or Beneficiary may be entitled under this Nonqualified Pension Plan shall be made at the offices of [_______________] or at such other place as shall be agreed upon determined solely by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives reference to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securitiesamount, if any, which it has agreed credited to purchase. The Representativesthe reserve established and maintained for the benefit of such Participant or Beneficiary under Section A.7 hereof, individually and not as representatives such benefit shall be payable in an immediate lump sum to the Participant upon the Participant's retirement or other termination of employment or to the Beneficiary upon the death of the Underwriters, may (but Participant. Amounts reserved for a Participant shall not be obligated to) make paid until a Participant terminates employment with the Company and all subsidiaries, retires, dies or becomes disabled, whichever event shall occur first. The value of the Participant's reserves under this Plan shall be determined as of the Valuation Date next following such termination of employment, retirement, death or disability. Such value shall be paid to him or his beneficiaries in five annual installments commencing on the Payment Date next following such Valuation Date; provided, however, that if a Participant has requested that the value of his reserves be paid in a single sum or in up to ten annual installments, in accordance with such prior written notice requirements as the Committee may adopt in its sole discretion, then the value of his reserves shall be paid in such other manner or time. Notwithstanding the preceding provisions of this Section A.5, a Participant may request from the Committee a different form and commencement date for the payment of the purchase price value of his reserves, including, but not limited to an immediate distribution of the value of his reserves in a single sum as promptly as practicable after his termination of employment. The Committee shall have the sole authority to approve such immediate distribution. Any immediate distribution shall be equal to the value of the Participant's reserves as of the last day of the calendar quarter in which the later of the termination of employment or approval of the request occurs and shall be paid as promptly as practicable but in no event later than 45 days after such last day of the calendar quarter. Notwithstanding the foregoing, the Committee, in its sole discretion, shall establish a commencement date for the Initial Securities or payment of benefits, the Option Securities, if any, to deductibility of which may be purchased limited by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of DeliveryCode Section 162(m), as the case may be, but earliest Payment Date upon which such payment shall limitations would not relieve such Underwriter from its obligations hereunderapply.

Payment. Payment of the purchase price for, and delivery of, the Initial Underwritten Trust Preferred Securities shall be made at the offices of [_______________] C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the CompanyDB Entities, at 9:00 A.M. 3:00 P.M. (Eastern timeCentral European Time) on the third fifth (fourthsixth, if the pricing occurs after 4:30 10:30 P.M. (Eastern timeCentral European Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section SECTION 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company DB Entities (such time and date of payment and delivery being herein called “Closing Time”). In addition, in if the event that Underwriters have exercised their option to purchase any or all of the Option Securities are purchased by the UnderwritersTrust Preferred Securities, payment of the purchase price for, and delivery of, such Option Securities Trust Preferred Securities, shall be made at the above-mentioned officesoffices of C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ on the Date of Delivery, as specified in the notice from the Representatives to the DB Entities, or at such other place time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the CompanyDB Entities. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the CompanyTrust, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates for the Underwritten Trust Preferred Securities to be purchased by them. Delivery of the Trust Preferred Securities shall be made through the facilities of The Depository Trust Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Trust Preferred Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, Lead Underwriters individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Trust Preferred Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Time, or on the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, of the Initial Securities through the facilities of the DTC shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forfor the Option Securities, and delivery of, of such Option Securities through the facilities of the DTC shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a the bank account designated by the Company, Company against delivery to the Representatives through the facilities of DTC Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesRepresentative, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Delivery and payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: A portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Company by wire transfer Initial Securities) shall be deposited in the Trust Account pursuant to the terms of immediately available funds the Trust Agreement along with the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to a bank account designated by equal the Company, against product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriters. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Agreement. Payment for the Option Securities on each Date of Delivery, if any, shall be made as follows: the purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts account of the Underwriters Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the Underwritten Securities to be purchased applicable Private Placement Warrants into the Trust Account as provided by themthe terms of the Private Placement Agreement. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesEither BofA or ▇▇▇▇▇ Fargo, individually and not as representatives of the UnderwritersRepresentative, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as shall be necessary to cause such payment to be made promptly. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Stockholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders holding Public Shares on a pro rata basis.

Payment. Payment Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default (as defined in the Base Indenture) of the purchase price forIssuer: (a) The Issuer shall, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. not later than 10:00 am (Eastern London time) on the third Business Day on which any payment in respect of the Notes becomes due, pay to such account of the Paying Agent as the Paying Agent and shall specify in Euros in immediately available funds on each due date for the payment of principal and/or interest and/or other amounts referred to in Section 2.08 of the Supplemental Indenture in respect of the Notes, an amount sufficient (fourthtogether with any funds then held by the Paying Agent and available for the purpose) to pay all principal and interest and/or other amounts referred to in Section 2.08 of the Supplemental Indenture due in respect of the Notes on such date; provided that if any such date is not a Business Day such payment shall be made on the next succeeding date which is a Business Day. As used in this Agreement, if “Business Day” shall have the pricing occurs after 4:30 P.M. meaning as set forth in the Supplemental Indenture. (Eastern timeb) The Issuer hereby authorises and directs the Paying Agent from funds so paid to the Paying Agent to make payment of all amounts due on the Notes in accordance with the terms of the Notes, the Indenture and the provisions of this Agreement. If any given daypayment provided for in clause 5(a) business day of this Agreement is after the date hereof (unless postponed specified therein but otherwise in accordance with the provisions of Section 10)this Agreement, the Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by the Paying Agent of such payment. (c) If the Paying Agent has not, on the date on which any payment is due to be made to the Paying Agent pursuant to clause 5(a) of this Agreement, received the full amount payable in respect thereof on such date but receives such full amount later, together with accrued interest (if any) in accordance with the Indenture, it shall forthwith so notify the Issuer and the Series Trustee. Unless and until the full amount of any such principal or interest payment has been made to it, the Paying Agent will not be bound to make such payments. (d) Without prejudice to clause 5(b) of this Agreement, if the Paying Agent pays out on or after the due date therefor (other than as a result of its own negligence or wilful misconduct or that of its directors, officers, employees or agents) to persons entitled thereto, or such other time becomes liable to pay out, any amounts on the assumption (which is not later than ten business days after such date as shall be agreed upon negated by reasonable evidence to the contrary) that the corresponding payment by the Representatives Issuer has been or will be made, the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Company Paying Agent on such amount from (such time and including) the date on which it is paid out to (but excluding) the date of payment reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and delivery being herein called “Closing Time”). In addition, in the event that any or all expressed as a rate per annum. (e) Payment of only part of the Option Securities are purchased by the Underwriters, payment amount payable in respect of the purchase price for, and delivery of, such Option Securities shall a Note may only be made at the above-mentioned offices, discretion of the relevant Noteholder(s) (except as the result of a withholding or at such other place as shall be agreed upon deduction for or on account of any taxes permitted by the Representatives and Indenture). If at any time the CompanyPaying Agent makes a partial payment in respect of any Note presented to it, on each Date of Delivery as specified in it shall inform the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts Registrar of the Underwriters same such that the Registrar may record the same on the register of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderNotes.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] On or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives prior to the Company. Payment Closing Date, each Purchaser shall be made deliver to the Company by the Subscription Amount via wire transfer of immediately available funds to a bank an account designated in writing by the Company, against delivery which wire instruction information shall be provided to each Purchaser at least one (1) Business Day prior to the Representatives through Closing Date, or by other means approved by the facilities of DTC for Company on or prior to the respective accounts of Closing Date. At the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price forClosing, the Initial Company shall deliver to such Purchaser against payment a book-entry statement from the Company’s transfer agent evidencing the number of Securities set forth opposite such Purchaser’s name on Annex A, registered in the name of such Purchaser or its nominee in accordance with its delivery instructions, free and clear of any liens or restrictions (other than those arising under state and federal securities Laws and bearing the Option Securitieslegend set forth in Section 4.1(b)); provided that, if any, which it has notwithstanding anything in this Agreement to the contrary and as may be agreed to purchase. The Representativesamong the Company and one or more Purchasers, individually and not as representatives of the Underwriters, may (but a Purchaser shall not be obligated to) make payment required to wire its Subscription Amount until it confirms receipt of a book-entry statement from the Company’s transfer agent evidencing the issuance of the purchase price Securities to such Purchaser on and as of the Closing Date. If the Closing has not occurred for any reason two Business Days after the Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return the Subscription Amount to the Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by the Purchaser, and any book entries for the Initial Securities or the Option Securitiesshall be deemed cancelled; provided that, if anyunless this Agreement has been terminated pursuant to Section 6.18 hereof, to be purchased by any Underwriter whose such return of funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not terminate this Agreement or relieve such Underwriter from the Purchaser of its obligations hereunderobligation to purchase the Securities at the Closing.

Payment. Payment Seller, or any of the purchase price forits Affiliates on behalf of Seller, may issue an invoice to Customer. All invoiced amounts and delivery of, the Initial Securities payments shall be made in Euros or the currency as invoiced by Seller. Invoices in respect of Services provided on a fixed fee basis shall be issued in advance of the provision of such Services. Customer will be invoiced for Products on shipment of such Products. Customer will pay invoices containing amounts authorized by the SOW within thirty (30) days of the date of the invoice, subject to continuing credit approval by Seller. Any objections to an invoice must be made to Seller point of contact within fifteen (15) days after the invoice date. Seller may invoice Customer separately for partial shipments of Purchased Items. Customer agrees to pay interest on all past-due sums at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives statutory rate, and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed otherwise in accordance with the provisions Late Payment in Commercial Transactions Regulations 2012 (SI 580/2012). Customer's right to possession of the Products shall terminate immediately upon the occurrence of: (a) an Insolvency Event; or (b) any failure by Customer to pay an invoice in accordance with this Section 10), or such other 6. At any time not later than ten business days after such date as the Seller shall be agreed upon by entitled to recover the Representatives Products in which ownership remains with the Seller, and for that purpose Customer hereby grants to the Company Seller, its agents, and employees an irrevocable licence to enter any premises where the Products or any of them are stored or located in order to repossess the same, and (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any Products have been incorporated or all affixed to other products) to dismantle such other products or detach the Products from those products and repossess them. Seller’s pricing for the provision of the Option Securities Services and Products are purchased by the Underwriters, payment exclusive of the purchase price applicable Taxes. Customer will pay for, and shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising from any applicable Taxes. Customer must claim any exemption from such Taxes, fees or charges at the time of purchase and provide Seller with any necessary supporting documentation. Notwithstanding Section 4.4, if delivery by Seller of any Products has not been made thirty (30) days after the advised estimated date for delivery of the Products, Customer shall be entitled to terminate the SOW and/or PO in respect of those Products and any liability of Seller however arising, as referred to in Section 8., shall be limited to a credit of the price due for those Products not delivered. Orders for any Products which are non-cancellable may not be cancelled once accepted by Seller. In no circumstances shall Seller have any further liability to Customer in damages or otherwise for non-delivery or late delivery of any of the Products. Customer shall make all payments under each SOW and/or PO without withholding or deduction of, or in respect of, any Tax unless required by applicable Law. If any such Option Securities withholding or deduction is required, Customer shall be made at pay to Seller such additional amount as will ensure that Seller receives the above-mentioned officessame total amount that it would have received if no such withholding or deduction had been required. DISCLAIMED WARRANTIES. Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the Products are designed for or suitable for use in any high risk environment, including but not limited to aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or at weapon systems, and Customer shall indemnify, defend and hold Seller, its Affiliates, and its and their directors, officers, employees and agents harmless from any loss (of any kind), cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising from any such other place as shall be agreed upon by use of the Representatives Products. Customer further agrees to review and comply with the Company, on each Date manufacture’s disclaimers and restrictions regarding the use of Delivery as specified the Products in the notice from the Representatives high risk environments. Seller makes no warranties to Customer and Customer hereby acknowledges that Seller makes no warranties in regard to the Company. Payment shall be made to applicability of all Laws affecting, without limitation the Company by wire transfer of immediately available funds to a bank account designated by the Companymanufacture, against delivery to the Representatives through the facilities of DTC for the respective accounts performance, sale, packaging and labelling of the Underwriters Products which are in force within Customer’s territory or any part of it (Local Regulations). Customer must satisfy itself that Products comply with the Underwritten Securities Local Regulations in force from time to be purchased by themtime. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchaseLIMITATION OF LIABILITY. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderCONFIDENTIAL INFORMATION. TERM AND TERMINATION.

Payment. Payment (a) The Royalty shall be payable on the last day of each month in respect of the purchase price for, proceeds of Production received by or on behalf of Grantor or its Affiliates in the immediately preceding month. Each Royalty payment to Grantee shall be accompanied by a certification setting forth the quantity and delivery ofkind of Production for such previous month (including Production attributable to the Overriding Royalty Interest and any Lease Burdens), the Initial Securities shall be made at gross sale price thereof, the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all calculation of the Option Securities are purchased by Gross Proceeds received therefrom identifying all Specified Taxes deducted or withheld and all Specified Post-Production Costs debited from the Underwritersgross sale proceeds, payment together with a calculation of the purchase price for, and delivery of, Royalty for such Option Securities shall be made at previous month. All payments of the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment Royalty shall be made to Grantee by electronic transfer to Grantee’s account, details of which account shall be notified to Grantor by Grantee in writing from time to time. Grantor’s obligations under this Section 2.01(a) shall not apply with respect to Non-Consent Hydrocarbons as provided in Section 2.01(d). (b) If at any time Grantor pays Grantee more than the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery amount then due with respect to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRoyalty, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall Grantee will not be obligated toto return any such overpayment, but the amount or amounts otherwise payable for any subsequent period or periods will be reduced by the amount of such overpayment. (c) make Any amount owed with respect to the Royalty hereunder and not paid within ten (10) days of its due date shall bear interest at a rate per annum equal to the lesser of (i) the highest, non-usurious rate of interest permitted to be charged under applicable law, and (ii) two percent (2%) per annum plus the Agreed Rate at the time payment of was due, and such interest shall accrue on such unpaid amount commencing on the purchase price for the Initial Securities or the Option Securitiesdate that on which such unpaid amount was due until such unpaid amount has been paid in full. Grantor agrees to pay Grantee such interest, if anyapplicable, pursuant to this Section 2.01(c). (d) Nothing contained in this Conveyance shall be deemed to prevent or restrict Grantor or its Affiliates from electing not to participate in any operations that are to be purchased by conducted under the terms of any Underwriter whose funds have not been received by operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to the Closing Time Subject Interests (or any portions thereof) and permitting consenting parties to conduct non-consent operations; and the relevant Date of Delivery, as the case may be, but such payment Overriding Royalty Interest shall not relieve apply to any Non-Consent Hydrocarbons, and Grantor shall not have any obligations under Section 2.01(a) with respect to any such Underwriter from its obligations hereunderNon-Consent Hydrocarbons.

Payment. (a) Dealer shall pay for Products in accordance with the terms of Manufacturer's invoices. Unless otherwise agreed in writing, all payments due to Distributor hereunder (including interest) shall be made in US Dollars. Payment pertaining to any and all orders placed by Dealer according to this Agreement, unless otherwise agreed in writing will be executed by Dealer through wire transfer to Manufacturer's bank account, the details of which will be communicated by Manufacturer to Dealer from time to time, in two installments as follows: i. Dealer will pay 50% of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not order no later than ten business (10) days after such date as shall be agreed upon by prior to the Representatives and shipment of any order. ii. Dealer will pay the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment remaining 50% of the purchase price for, and delivery of, such Option Securities of any order no later than twenty-one (21) days after the date the shipment is picked up from the Manufacturer. Provided the Dealer fully complies with the payment terms for five consecutive orders then Dealer's credit terms shall become net thirty (30) days from the date the order is picked up from Manufacturer. Manufacturer shall be made entitled to charge and Dealer shall pay interest at the above-mentioned officesrate of two percent (2%) per month from the date of shipment on overdue invoices. Manufacturer shall have the right to revert the payment terms back to requiring a 50% deposit and 50% net 21 days in the event the Dealer defaults on the Net 30 payment terms. (b) The supply of credit herein shall be at the discretion of Manufacturer and Manufacturer reserves the right to withhold delivery of Product if Dealer does not meet Manufacturer's credit requirements or the amount of Product ordered, or at such other place the amount of Product which remains unpaid (whether or not overdue) exceeds the limit established by Manufacturer for Dealer. (c) Title to Products purchased from Manufacturer by Dealer shall pass upon transfer from Manufacturer's warehouse to the carrier as stated in 11(d) above. Notwithstanding the foregoing, Manufacturer shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified maintain a beneficial interest in the notice from the Representatives to the Company. Payment shall Product until Manufacturer has been paid in full. (d) Without limiting any other rights it may have under this Agreement and applicable law, all of Manufacturer's obligations under this Agreement, including obligations of supply, or any Dealer purchase order, can be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC suspended should Dealer be delinquent in making payment for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderpreviously shipped Products.

Payment. Payment of the purchase price forprice, and against delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for the Initial Securities shall be made at the offices of [___________________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forprice, and delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment 3.1 Unless expressly stated in the Schedule: (a) the Price for Supplies is the maximum price that may be charged under the Contract and is inclusive of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] or at such other place as shall be agreed upon by the Representatives Incidental Costs (excluding GST); and (b) all Prices stated in are in Singapore dollars and the Company, at 9:00 A.M. (Eastern time) on price is fixed regardless of changes in exchange rates. 3.2 The Supplier may invoice Customer the third (fourth, if Price payable for the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed Supplies when those Supplies are accepted by Customer in accordance with the provisions acceptance procedures set out in the Schedule. If Customer’s obligation to pay any amount would otherwise but for this clause fall due on a Saturday or Sunday or a day that is not a business day, then the date for meeting the payment obligation is extended to the next business day. 3.3 The Supplier must ensure that each invoice: (a) clearly identifies the Supplies to which it relates; (b) clearly identifies the number of Section 10)the Purchase Order to which that invoice relates; (c) itemises any GST payable on the provision of those Supplies; (d) is, or such other time not later than ten business where applicable, a valid Tax Invoice for GST purposes; and (e) is submitted to the Customer using the Customer’s preferred e-invoicing platform. 3.4 Customer will pay each invoice of the Supplier within thirty (30) days after such date as shall be agreed upon the end of the month in which the invoice was received by Customer unless: (a) that invoice does not comply with Clause 3.3, in which case the Representatives Supplier must issue a complying invoice; or (b) Customer disputes the amount of that invoice, in which case Customer will pay the undisputed amount, and the Company parties must resolve the dispute by amicable negotiation. 3.5 If the Supplier or any of its Related Corporation owes any amount to Customer under the Contract or to any Singtel Group Company, Customer may: (such time and date of payment and delivery being herein called “Closing Time”). In additiona) set off that amount against any amounts Customer owes to the Supplier under the Contract; or (b) invoice the Supplier for that amount, in which case the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on Supplier must pay each Date of Delivery as specified in the notice invoice within thirty (30) days from the Representatives to date that the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It invoice is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Supplier. 3.6 Save in respect of GST, the Supplier shall assume responsibility for and shall save the Customer harmless from payment for all taxes and duties including but not limited to income taxes, withholding taxes, Central Provident Fund contributions and other taxes and contributions to the Supplier's Personnel which may be required at any time under the Laws in the country of the Supplier, which may become due by reason of the performance of work under the Contract or any sub- contract hereunder, and the relevant Date Supplier shall sign and deliver such and other further instruments as may be necessary, including the making of Delivery, as the case may be, but payment of any interests or penalties related to or arising from such payment shall not relieve such Underwriter from its obligations hereundertaxes or contributions.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Securities shall be made at the offices of [_______________] Hunton & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. 10:00 a.m. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. 4:00 p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account account(s) designated by the Company, Company against delivery to the Representatives through the facilities of DTC Underwriters for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, Citigroup Global Markets Inc. may (but shall not be obligated to) individually make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: A portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Company by wire transfer Initial Securities) shall be deposited in the Trust Account pursuant to the terms of immediately available funds the Trust Agreement, along with such portion of the gross proceeds of the sale of the Private Placement Warrants that, together with such payment, would cause the monies deposited in the Trust Account to a bank account designated by equal the Companyproduct of the number of Initial Securities sold and $10.20, against upon delivery to the Representatives Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriters. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Agreement and as described in the Prospectus. Payment for the Option Securities on each Date of Delivery, if any, shall be made as follows: the purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement, along with such portion of the gross proceeds of the sale of the Private Placement Warrants that, together with such payment, would cause the monies deposited in the Trust Account to equal the product of the number of Option Securities sold and $10.20, upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts account of the Underwriters Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the Underwritten Securities to be purchased applicable Private Placement Warrants into the Trust Account as provided by themthe terms of the Private Placement Agreement and as described in the Prospectus. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesBofA, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company shall deliver all such notices and instructions to the Trustee and shall take all such other actions as shall be necessary to cause such payment to be made promptly. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Stockholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders holding Public Shares on a pro rata basis.

Payment. Payment of Lessee shall pay any Tax directly to the purchase price forappropriate taxing authority if legally permissible, and delivery of, the Initial Securities shall be made at the offices of [_______________] unless such Tax is being contested or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed resisted in accordance with the provisions of Section 1012.5, and upon demand of an Indemnitee shall pay such Tax and any other amounts due hereunder to such Indemnitee within five Business Days of such demand, but in no event shall any such payments be made less than three Business Days prior to the date the Tax to which any such payment hereunder relates is due (unless Lessee has not received such demand at least 15 Business Days prior to such date, in which case payment shall be made within five Business Days after receipt of such demand), in immediately available funds, unless such Tax is being resisted in accordance with the provisions of Section 12.5. Any such demand for payment from an Indemnitee shall specify in reasonable detail the payment and the facts upon which the right to payment is based. Each Indemnitee shall promptly forward to Lessee any correspondence, notice, ▇▇▇▇ or advice received by it concerning any Tax indemnified against hereunder unless such correspondence, notice, ▇▇▇▇ or advice also addresses issues unrelated to the transactions contemplated under this Lease (in which case, the unrelated issues shall be redacted). As soon as practicable after each payment by Lessee of any Tax indemnified against hereunder, Lessee shall furnish the appropriate Indemnitee the original or a certified copy of a receipt for Lessee's payment of such Tax or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date evidence of payment and delivery being herein called “Closing Time”)of such Tax as is reasonably acceptable to such Indemnitee. In addition, in Lessee shall also furnish promptly upon request such 44 data as any Indemnitee may reasonably require to enable such Indemnitee to comply with the event that requirements of any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereundertaxing jurisdiction.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (Eastern New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriter and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, subject to the sale of the Initial Securities to the Underwriter in compliance with the terms of this Agreement, payment of the purchase price for, and delivery of certificates for, the Repurchased Shares shall be made at the above mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company and the Selling Shareholders, at the Closing Time or at such later time as shall be agreed upon by the Underwriter and the Company and the Selling Shareholders. In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Underwriter to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by each Selling Shareholder against delivery to the Underwriter for its account of certificates for the Securities to be purchased by the Underwriter. Payment for the Repurchased Shares shall be made by the Company by wire transfer of immediately available funds to a bank account designated funds, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company, against delivery to the Representatives through the facilities Company of DTC certificates for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderRepurchased Shares.

Payment. Payment of the purchase price for, and delivery of, for the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1900, San Francisco, California 94111, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 7:00 A.M. (Eastern California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment for the Initial Securities shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates for the Underwritten Initial Securities to be purchased by them. Payment for the Option Securities purchased by the Underwriters shall be made to the Custodians by wire transfer of immediately available funds to a bank account designated by the Custodian, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Option Securities purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of [_______________] Sidley Austin LLP, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of, for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: a portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Initial Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal 101% of the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriter. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. Payment by the Underwriter for the Initial Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by wire transfer or at the direction of immediately available funds the Company into the Trust Account, in each case at least one business day prior to a bank account designated by the CompanyClosing Time and in accordance with the terms of the Private Placement Agreement. Payment for the Option Securities on each Date of Delivery, against if any, shall be made as follows: the purchase price for the Option Securities set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal 101% of the product of the number of Units sold in the public offering and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC for or, if the respective accounts Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and Representative) representing the Option Securities, if any, which it has agreed to purchasein each case for the account of the Underwriter. The RepresentativesOption Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, individually the Company will permit the Representative to examine and not as representatives package the Option Securities for delivery, at least one business day prior to the Date of Delivery. Payment by the Underwriters for the Option Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Underwritersgross proceeds from the sale of the Private Placement Warrants by or at the direction of the Company into the Trust Account, may (but shall not be obligated to) make payment in each case at least one business day prior to the applicable Date of Delivery and in accordance with the terms of the Private Placement Agreement. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Security (including both Initial Securities or the and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The total amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if anyand when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as shall be necessary to cause such payment to be purchased by made promptly. The Underwriter hereby agrees that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriter will forfeit any Underwriter whose funds have not been received by rights or claims to the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as Trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery ofof certificates or security entitlements for, the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (Eastern New York City time) on the third (fourthJune 11, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2026 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depositary Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives▇.▇. ▇▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, for the Initial Securities and or the Option Securities, if any, which it has agreed to purchase. The Representatives▇.▇. ▇▇▇▇▇▇, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and against delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for, the Initial Securities shall be made at the offices of [_______________[ ] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment (a) (For Contracts not involving installation or commissioning) Unless the Contract states otherwise, the Contract price for the Goods and or Services shall be 40 per cent deposit with order and 60 per cent on completion of order. (b) (For Contracts involving installation or commissioning) Unless the Contract otherwise provides, payment by the Customer shall be as follows: i) On placement of order by the Customer 30 per cent of the purchase Contract price for, of such Goods will be paid; ii) On manufacture 60 per cent of the contract price of such Goods will be paid; iii) On final completion of the installation and delivery ofcommissioning the remaining 10 per cent of the Contract price for such installation and commissioning. (c) Where Goods and/or Services are delivered or performed by instalments, the Initial Securities Customer shall be made at obliged to pay for each instalment upon the offices terms set out in sub paragraph (a) of [_______________] or at such other place as this condition. (d) The time stipulated for payment shall be agreed of the essence of the Contract and failure to pay within the period specified shall entitle the Company upon by the Representatives expiration of 7 days’ notice in writing to the Customer to suspend further performance of the Contract pending payment and in addition the Company shall be entitled without liability wholly or partially to cancel the Contract or any other condition between the Company and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on Customer without prejudice to any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives remedy available to the Company. Payment . (e) Unless otherwise agreed in writing the Customer shall not be made entitled to set off against any monies due to the Company under the Contract any amount claimed by wire transfer or due to the Customer from the Company whether pursuant to the Contract or on any other account whatsoever. (f) The Company shall be entitled to interest as well after as before judgement on any part of immediately available funds the Contract price not paid by its due date from that date until actual payment at the rate of 5 per cent per annum above the base Lending rate of Barclays Bank plc prevailing from time to time during such period. (g) Where the Company specifies that payment will be made by Letter of Credit, the Customer must establish and maintain in favour of the Company an irrevocable and unconditional letter of Credit with or confirmed by a bank account designated in England satisfactory to the Company All bank charges in connection with the letter of Credit and the opening thereof shall be borne by the CompanyCustomer. If for any reason the bank is liable to make payment the Company under the Letter of Credit established for that purpose fails to do so, against delivery the Customer shall nevertheless remain liable to the Representatives through the facilities of DTC pay for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Goods supplied and/ or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderServices performed.

Payment. Payment of the purchase price for, and delivery ofof certificates or security entitlements for, the Initial Securities shall be made at the offices of [_______________] ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionDelivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing not later than the Closing Time. The Pre-Funded Warrants will be made available for inspection by the Representative on the business day prior to the Closing Time. The Company and the Representative shall instruct purchasers of the Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on the Closing Time to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $12.459 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall deliver such Pre-Funded Warrants to such purchasers on the Closing Time in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the Closing Time) pay $0.49836 per such Pre-Funded Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representative. In the event that any or all the purchasers of the Option Securities are purchased by Pre-Funded Warrants in the Underwriters, public offering fail to make payment to the Company for all or part of the purchase price forPre-Funded Warrants on the Closing Time, and delivery ofthe Representative may elect, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and written notice to the Company, on each Date to receive shares of Delivery as specified Common Stock in the notice from the Representatives lieu of all or a portion of such Pre-Funded Warrants to be delivered to the CompanyUnderwriters under this Agreement. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, Company against delivery to the Representatives through the facilities of DTC Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, for the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesBofA, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment The Company shall pay the Repurchase Price and, in the case of the purchase price for, and delivery ofa “call”, the Initial Securities shall be made at Fee under and as defined in the offices of [_______________] or at such other place as shall be agreed upon by the Representatives and the CompanyFee Agreement, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date closing under Section 11.2 or 11.3 hereof (unless postponed out of funds legally available therefor in accordance with the provisions of Section 10)cash, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”)otherwise, immediately available funds. In addition, in the event that any portion of the Repurchase Price or, in the case of a “call”, any portion of the Repurchase Price or any portion the Fee under and as defined in the Fee Agreement, is not paid as a result of any insufficiency of legally available funds or otherwise, (a) in the case of a “put” each Exercising Holder shall retain all of its rights hereunder and under and in connection with the Warrant Shares and Warrants held by such Exercising Holder, as to that number of Warrant Shares and/or that portion of the Warrants exercisable for that number of Warrant Shares as such unpaid portion represents (the "Unrepurchased Securities"), until such time as the unpaid portion of the Repurchase Price and interest thereon, determined as set forth below, shall be paid to such Exercising Holder; and each Exercising Holder shall, at any time or from time to time prior to payment of the Repurchase Price for any Unrepurchased Securities, be entitled, by notice to the Company (the "Rescission Notice"), to rescind its put of all or part of such Unrepurchased Securities pursuant to Section 11.1 and (b) in the case of a “call”, such “call” shall be terminated and the relevant Call Notice automatically rescinded and each Holder shall retain all its rights hereunder, under the CIP Agreement and the Fee Agreement and under and in connection with all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Warrant Shares and the Company, on each Date of Delivery Warrants to be purchased pursuant to such Call Notice until such time as specified in the notice Holders receive a new Call Notice from the Representatives to the Company. Payment shall be made Unless and until the Company receives a Rescission Notice, the unpaid portion of the Repurchase Price allocable to the Unrepurchased Securities shall remain an obligation of the Company by wire transfer of and shall become due and payable, in cash or immediately available funds, as soon as there are funds to legally available therefor. Interest shall accrue from the date 90 days after the date on which the Company receives the applicable Put Notice on any unpaid portion of the Repurchase Price at the rate of 18% per annum, compounded on a bank account designated by the Company, against delivery monthly basis to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased extent permitted by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, law and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderpayable on demand.

Payment. Payment (a) The Company shall pay the Seller, upon the submission of the purchase price for, and delivery ofproper invoices or vouchers (if required), the Initial Securities prices stipulated in this Agreement for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this Agreement. Unless otherwise specified in this Agreement, payment shall be made at on partial deliveries accepted by the offices Company if the amount due on the deliveries warrants it. (b) Unless otherwise provided, terms of [_______________] or at such other place as payment shall be agreed upon by net 30 calendar days from the Representatives and the Company, at 9:00 A.M. latter of (Eastern time1) on the third (fourthsubmission of Seller’s proper invoice, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof required (unless postponed in accordance with the provisions of Section 10such invoice is not approved), or such other time (2) delivery of supplies/completion of work if invoice is not later than ten business days after such date as required. Any offered discount shall be agreed upon by taken if payment is made within the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”)discount period that Seller indicates. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall Payments may be made either by check or electronic funds transfer, at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date option of Delivery as specified in the notice from the Representatives to the Company. Payment shall be deemed to have been made as of the date of mailing or the date on which an electronic funds transfer was made. (c) If an invoice is required under the terms of this subcontract, a final invoice shall be submitted for payment no more than 90 calendar days following the expiration or termination of the subcontract, unless a later or alternate date is agreed to in writing by the Procurement Representative. Said invoices shall be clearly marked “Final Invoice”, thus indicating that all payment obligations of the Company under this subcontract have ceased and that no further payments are due or outstanding. If Seller fails to submit a final invoice within the time allowed, the Procurement Representative shall determine the final amount owed to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesSeller, if any, which it has agreed or the final amount owed by the Seller to purchasethe Company. Such determination shall be final and conclusive between the parties without the right of judicial review unless the Seller submits a Claim requesting a Senior Supply Chain Manager Final Decision under the Resolution of Disputes clause within 60 calendar days after receipt of the Procurement Representative’s determination. (d) For items subject to inspection or testing as a condition of acceptance, Company may in its sole discretion pay invoices prior to acceptance, subject to repayment if the items are not accepted. The Representativespayment for items, individually and not as representatives of the Underwriterseither wholly or in part, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities deemed or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, construed as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderacceptance.

Payment. Payment Delivery of the purchase price for, and delivery of, the Initial Firm Securities shall be made at the offices of [_______________] ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 11:00 A.M. (Eastern time) on the third (fourthJune 12, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 2013 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of the Underwritten Firm Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Firm Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesGoldman and KBW, each individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Firm Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment of the purchase price and delivery of the Additional Securities shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Securities. The Depositary Shares to be purchased by each Underwriter hereunder will be represented by one or more definitive global Depositary Receipts which will be deposited by or on behalf of the Company with DTC or its designated custodian. The Company will, or will direct the Depositary to, deliver the Depositary Shares to the Representatives for the account of each Underwriter, by causing DTC to credit the Depositary Shares to the accounts of the Representatives at DTC.

Payment. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase the Debentures, PNA hereby agrees to pay at the Closing Time to the Underwriters a commission of $10 per Capital Security purchased by the Underwriters. Payment of the purchase price for, and delivery ofof certificates for, the Initial Capital Securities shall be made at the offices of [_______________] Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ llp, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters, Popular, PNA and the CompanyTrust, at 9:00 A.M. (Eastern time) on the third [-] (fourth[-], if the pricing occurs after 4:30 P.M. p.m. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters, Popular, PNA and the Company Trust (such time and date of payment and delivery being herein called “the "Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Companyorder of the Trust, against delivery to the Representatives through the facilities Underwriters of DTC certificates for the respective accounts of the Underwriters of the Underwritten Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, Representatives for its account, to accept delivery of, receipt for, and make payment of the purchase price for, for the Initial Capital Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesCSFB and JPMorgan, individually and not as representatives Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Capital Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder. At the Closing Time, PNA will pay, or cause to be paid, the commission payable to the Underwriters at such time under this Section 2 to CSFB on behalf of the Underwriters by wire transfer of immediately available funds.

Payment. Payment of the purchase price for, and delivery of, for the Initial Securities shall be made at against delivery of such Initial Securities for the offices respective accounts of [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, Underwriters at 9:00 A.M. (Eastern New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (Eastern New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”), by causing The Depository Trust Company (“DTC”) to credit the respective accounts of the Underwriters at DTC. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made for the respective accounts of the Underwriters by causing DTC to credit the respective accounts of the Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyDTC, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, Company against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters the Initial Securities by causing DTC to credit the respective accounts of the Underwritten Underwriters at DTC for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery ofof certificates for, the Initial Securities shall be made at the offices of [_______________] C▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery ofof certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, Company against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The RepresentativesSandler and KBW, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.