Common use of Purchase, Sale and Delivery of Offered ADSs Clause in Contracts

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[___] per ADS, that number of Firm ADSs set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm ADSs to or as instructed by the Representatives for the accounts of the several Underwriters, against payment of the purchase price by the Underwriters in federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, October 23, 2006, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number of shares of Optional ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSs. Such Optional ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offering. No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time by the Representatives. Each time for the delivery of and payment for the Optional ADSs, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional ADSs is given. The Company will deliver the Optional ADSs being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in federal (same day) funds by wire transfer in immediately available funds to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & Wxxxxxxx. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date. As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees and each Selling Shareholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a purchase price of $[___[ ] per ADS, that number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 20,000,000 Firm ADSs in the case of the Company and the number of Firm ADSs set forth opposite the names name of the Underwriters such Selling Shareholder in Schedule A attached hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule B attached hereto and the denominator of which is the total number of Firm ADSs. The Company will deliver the Firm ADSs will be delivered by or on behalf of the Company and the Selling Shareholders to or as instructed by the Representatives for the accounts of the several Underwriters, Underwriters through the facilities of The Depositary Trust Company (the "DTC") against payment of the purchase price by the Underwriters in federal (same day) funds by Federal Funds wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000transfer, at 10:00 A.M., New York time, October 23on December [ ], 20062005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and one of the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to and one of the Underwriters the number of shares of Optional ADSs specified in such notice and the Underwriters Selling Shareholders agree, severally and not jointly, to purchase such sell to the Underwriters the respective numbers of Optional ADSs, which is 2,820,655 in the case of the Company and the number of shares set forth opposite the name of such Selling Shareholders in Schedule A Suntech Power Holdings Co., Ltd. Underwriting Agreement attached hereto under the caption "Number of Optional ADSs to be Sold" in the case of the Selling Shareholder. Such Optional ADSs shall be purchased from the Company and such Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the RepresentativesRepresentatives to the Company and such Selling Shareholder. Each time for the delivery of and payment for the Optional ADSs, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional ADSs is given. The Company will deliver the Optional ADSs being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in federal (same day) funds by wire transfer in immediately available funds to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & Wxxxxxxx. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date will be in definitive form, in such denominations delivered by or on behalf of the Company and registered in such names as one of the Selling Shareholders to the Representatives request upon reasonable notice prior to such Optional Closing Datefor the accounts of the several Underwriters through the facilities of DTC against payment of the purchase price therefor in Federal Funds wire transfer. As compensation for the Underwriters’ commitment with respect to the Firm ADSs' commitments, the Company and each Selling Shareholder, severally and not jointly, will pay to the Representatives on the First Closing Date for the Underwriters’ ' proportionate accounts the total sum of US$[___], to be allocated among $[ o ] per ADS times the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment total number of Offered ADSs purchased by the Underwriters from the Company and such Selling Shareholder on each Closing Date. The Company may, at its sole discretion, pay an additional incentive fee of up to 0.5% of the aggregate proceeds of the Offered ADSs (including the Optional ADSs) to the Representatives. The Underwriters shall deduct, net of the amount payable to the Company pursuant to Section 8 hereof, any fees, commission and incentive fee (if any) as described in this Section 3 from the aggregate proceeds of the Offered ADSs. Deliveries of the documents described in Section 9 hereof with respect to the purchase any of Offered ADSs shall be made at the offices of Shearman & Sterling LLP, 12/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong, at 9:00 A.M., New York time, on xxx Xxxxxxx Xxxx xx xxx xxxxxxxx xx the Firm ADSs or the Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts case may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representativesbe.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[___—] per ADS, that the number of Firm ADSs set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm ADSs to to, or as instructed by by, the Representatives Representative through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Representative at 10:00 A.M., New York time, October 23on [ ], 20062010, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered or evidence of their issuance will be in definitive form, in made available for checking at the Hong Kong office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or such denominations and registered in such names as other place designated by the Representatives request upon reasonable notice Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number respective numbers of shares of Optional Option ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSsnotice. Such Optional Option ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option ADSs or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the RepresentativesRepresentative to the Company. Each time for the delivery of and payment for the Optional Option ADSs, being herein referred to as an “Optional Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five seven full business days after written notice of election to purchase Optional Option ADSs is given. The Company will deliver the Optional Option ADSs being purchased on each Optional Option Closing Date to or as instructed by the Representatives Representative for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representative, against payment of the purchase price therefor in U.S. dollars federal (same day) funds by wire transfer in immediately available funds to an account at a bank acceptable to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & WxxxxxxxRepresentative. The ADRs evidencing the Optional Option ADSs being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the Hong Kong office Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or such other place designated by the Representative at a reasonable time in definitive form, in advance of such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Option Closing Date. As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees and each Selling Shareholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a purchase price of $[___] US$ per ADS, that the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 8,149,437 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the names name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in Schedule A heretothe case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm ADSs to to, or as instructed by by, the Representatives through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Dxxxx Xxxx Shearman & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sterling LLP, at 10:00 9:30 A.M., New York time, October 23on , 20062008, or at such other time not later than seven five full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number of shares of Optional ADSs specified in such notice and the Underwriters Selling Shareholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such Optional ADSsnotice by a fraction the numerator of which is 595,437 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions). Such Optional Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the RepresentativesRepresentatives to the Company and the Selling Shareholders. Each time for the delivery of and payment for the Optional Option ADSs, being herein referred to as an “Optional Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Option ADSs is given. The Company and the Custodian will deliver the Optional ADSs Option Securities being purchased on each Optional Option Closing Date to or as instructed by the Representatives for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in federal (U.S. dollars in same day) day funds by official bank check or checks or wire transfer in immediately available funds to an account at a bank acceptable to the account specified (as aforesaid) by Representatives drawn to the order of the Company to or the RepresentativesCompany on behalf of the Selling Shareholders, at the above office of Dxxxx Xxxx Shearman & WxxxxxxxSterling LLP. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date Option Securities in ADS form will be in definitive form, in such denominations and registered registration in such names as the Representatives request upon reasonable notice prior to such Optional Option Closing Date. As compensation The ADRs will be made available for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives at a reasonable time in advance of such Option Closing Date. The documents to be delivered on the First a Closing Date for by or on behalf of the Underwriters’ accounts parties hereto pursuant to this Agreement shall be delivered at the total sum office of US$[___], to be allocated among the Underwriters as Shearman & Sterling LLP or other location designated by the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters 24 hours prior to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional such Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the or such other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[___·] per ADS, that the number of Firm ADSs set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm ADSs to to, or as instructed by by, the Representatives Representative through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Representative at 10:00 A.M., New York time, October 23on May [●], 20062014, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered or evidence of their issuance will be in definitive form, in made available for checking at the Hong Kong office of Dxxxx Xxxx & Wxxxxxxx or such denominations and registered in such names as other place designated by the Representatives request upon reasonable notice Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number respective numbers of shares of Optional Option ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSsnotice. Such Optional Option ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option ADSs or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the RepresentativesRepresentative to the Company. Each time for the delivery of and payment for the Optional Option ADSs, being herein referred to as an “Optional Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five seven full business days after written notice of election to purchase Optional Option ADSs is given. The Company will deliver the Optional Option ADSs being purchased on each Optional Option Closing Date to or as instructed by the Representatives Representative for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representative, against payment of the purchase price therefor in U.S. dollars federal (same day) funds by wire transfer in immediately available funds to an account at a bank acceptable to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & WxxxxxxxRepresentative. The ADRs evidencing the Optional Option ADSs being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the Hong Kong office Dxxxx Xxxx & Wxxxxxxx or such other place designated by the Representative at a reasonable time in definitive form, in advance of such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Option Closing Date. As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees and the Selling Shareholders agree to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of $[___•] per ADS, that number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 6,700,000 Firm ADSs in the case of the Company and the number of Firm ADSs set forth opposite the names name of the Underwriters Selling Shareholders in Schedule A attached hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule B attached hereto and the denominator of which is the total number of Firm ADSs. The Company will deliver the Firm ADSs will be delivered by or on behalf of the Company and the Selling Shareholders to or as instructed by the Representatives for the accounts of the several Underwriters, Underwriters through the facilities of the DTC against payment of the purchase price by the Underwriters in federal (same day) funds by Federal Funds wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000transfer, at 10:00 A.M., New York time, October 23on [•], 20062007, or at such other time not later than seven five full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the several Underwriters the number respective numbers of shares of Optional ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSs. Such Optional ADSs shall be purchased from the Company for the account of each of the several Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the several Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the RepresentativesRepresentatives to the Company. Each time for the delivery of and payment for the Optional ADSs, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional ADSs is given. The Company will deliver the Optional ADSs being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in federal (same day) funds by wire transfer in immediately available funds to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & Wxxxxxxx. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as delivered by or on behalf of the Company to the Representatives request upon reasonable notice prior to such Optional Closing Datefor the accounts of the several Underwriters through the facilities of DTC against payment of the purchase price therefor in Federal Funds wire transfer. As compensation for the Underwriters’ commitment with respect to the Firm ADSscommitments, the Company and the Selling Shareholders will pay to the Representatives on the First Closing Date for the Underwriters’ proportionate accounts the total sum of US$$[___], to be allocated among •] per ADS times the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment total number of Offered ADSs purchased by the Underwriters from the Company and the Selling Shareholders on each Closing Date. The Underwriters shall deduct any fees and commission as described in this Section 3 from the aggregate proceeds of the Offered ADSs. Deliveries of the documents described in Section 8 hereof with respect to the purchase any of Offered ADSs shall be made at the offices of OMM Shanghai office, at 9:00 A.M., New York time, on the Closing Date of the purchase of the Firm ADSs or the Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts case may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representativesbe.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[___] $ per ADS, that the number of Firm ADSs set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm ADSs to to, or as instructed by by, the Representatives Representative through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Representative at 10:00 A.M., New York time, October 23on , 20062010, or at such other time not later than seven five full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered or evidence of their issuance will be in definitive form, in made available for checking at the Hong Kong office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or such denominations and registered in such names as other place designated by the Representatives request upon reasonable notice Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number respective numbers of shares of Optional Option ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSsnotice. Such Optional Option ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option ADSs or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the RepresentativesRepresentative to the Company. Each time for the delivery of and payment for the Optional Option ADSs, being herein referred to as an “Optional Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Option ADSs is given. The Company will deliver the Optional Option ADSs being purchased on each Optional Option Closing Date to or as instructed by the Representatives Representative for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representative, against payment of the purchase price therefor in U.S. dollars federal (same day) funds by wire transfer in immediately available funds to an account at a bank acceptable to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & WxxxxxxxRepresentative. The ADRs evidencing the Optional Option ADSs being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the Hong Kong office Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or such other place designated by the Representative at a reasonable time in definitive form, in advance of such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Option Closing Date. As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees and each Selling Shareholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a purchase price of $[___] US$ per ADS, that the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the names name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in Schedule A heretothe case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm ADSs to to, or as instructed by by, the Representatives through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Dxxxx Xxxx Shearman & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Sterling LLP, at 10:00 A.M., New York time, October 23on , 20062008, or at such other time not later than seven five full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number of shares of Optional ADSs specified in such notice and the Underwriters Selling Shareholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such Optional ADSsnotice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions). Such Optional Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offeringsale of the Firm ADSs. No Optional Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the RepresentativesRepresentatives to the Company and the Selling Shareholders. Each time for the delivery of and payment for the Optional Option ADSs, being herein referred to as an “Optional Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Option ADSs is given. The Company and the Custodian will deliver the Optional ADSs Option Securities being purchased on each Optional Option Closing Date to or as instructed by the Representatives for the accounts of the several UnderwritersUnderwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in federal (U.S. dollars in same day) day funds by official bank check or checks or wire transfer in immediately available funds to an account at a bank acceptable to the account specified (as aforesaid) by Representatives drawn to the order of the Company to or the RepresentativesCompany on behalf of the Selling Shareholders, at the above office of Dxxxx Xxxx Shearman & WxxxxxxxSterling LLP. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date Option Securities in ADS form will be in definitive form, in such denominations and registered registration in such names as the Representatives request upon reasonable notice prior to such Optional Option Closing Date. As compensation The ADRs will be made available for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives at a reasonable time in advance of such Option Closing Date. The documents to be delivered on the First a Closing Date for by or on behalf of the Underwriters’ accounts parties hereto pursuant to this Agreement shall be delivered at the total sum office of US$[___], to be allocated among the Underwriters as Shearman & Sterling LLP or other location designated by the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters 24 hours prior to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional such Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the or such other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $[___] 18.6225 per ADS, that the number of Firm Offered ADSs set forth opposite the names name of the Underwriters Underwriter in Schedule A hereto. The Company will deliver the Firm Offered ADSs to to, or as instructed by by, the Representatives Underwriter through the facilities of The Depositary Trust Company (“DTC”) for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to the Underwriter against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Underwriter at 10:00 A.M., New York time, October 23on February 10, 20062015, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm Offered ADSs so to be delivered or evidence of their issuance will be in definitive form, in made available for checking at the Hong Kong office of Kxxxxxxx & Exxxx or such denominations and registered in such names as other place designated by the Representatives request upon reasonable notice Underwriter at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number of shares of Optional ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSs. Such Optional ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offering. No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time by the Representatives. Each time for the delivery of and payment for the Optional ADSs, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional ADSs is given. The Company will deliver the Optional ADSs being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in federal (same day) funds by wire transfer in immediately available funds to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & Wxxxxxxx. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date. As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree to, severally and not jointly, to purchase from the Company, at a purchase price of $[___] 52.525 per ADSADS (being the issue price of $55.0 per ADS net of a commission that is 4.5% of the issue price), that the number of Firm ADSs set forth opposite the names name of the Underwriters in Schedule A hereto. In addition, upon written notice from the Lead Manager (on behalf of the Underwriters) given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs. The Company agrees to sell to the Underwriters, and the Underwriters agree to, severally and not jointly, purchase, at a purchase price of $52.525 per ADS (same as that for the Firm ADSs), the number of Optional ADSs specified by the Underwriters in such notice. The number of Optional ADSs to be purchased by each Underwriter shall be the number (subject to such adjustment as the Lead Manager may determine to avoid fractional shares) that bears the same proportion to the total number of Optional ADSs being purchased by the several Underwriters pursuant to such exercise as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm ADSs. Such Optional ADSs shall be purchased for the account of the Underwriters and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised by the Lead Manager (on behalf of the Underwriters) from time to time not more than 30 days subsequent to the date of the Final Prospectus, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Lead Manager to the Company. The Company will deliver the Firm Offered ADSs to to, or as instructed by by, the Representatives Lead Manager (as representative of the Underwriters) through the facilities of The Depositary Trust Company (“DTC”) for the accounts account of the several Underwriters, Lead Manager in a form reasonably acceptable to the Lead Manager against payment of the purchase price by the Underwriters in federal U.S. dollars (same day) funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn Lead Manager (i) with respect to the order of the CompanyFirm ADSs, at the office of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 A.M., New York time, October 23on April 16, 20062018, or at such other time not later than seven full business days thereafter as the Representatives Lead Manager and the Company determine, such time being herein referred to as the “First Closing Date”,” and (ii) with respect to the Optional ADSs, at 9:00 A.M. on the date specified by the Lead Manager in the written notice for the delivery of and payment for the Optional ADSs, such time being herein referred to as an “Optional Closing Date” (together with the First Closign Date, being sometimes referred to as a “Closing Date), which may be the First Closing Date and shall be not later than five business days after written notice of election to purchase Optional ADSs is given by the Lead Manager. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm Offered ADSs so to be delivered or evidence of their issuance will be in definitive form, in made available for checking at the Hong Kong office of Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP or such denominations and registered in such names as other place designated by the Representatives request upon reasonable notice Lead Manager at least 24 hours prior to the First each Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number of shares of Optional ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional ADSs. Such Optional ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the International Offering. No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time by the Representatives. Each time for the delivery of and payment for the Optional ADSs, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional ADSs is given. The Company will deliver the Optional ADSs being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in federal (same day) funds by wire transfer in immediately available funds to the account specified (as aforesaid) by the Company to the Representatives, at the above office of Dxxxx Xxxx & Wxxxxxxx. The ADRs evidencing the Optional ADSs being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date. As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of US$[___], to be allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by the Company to the Brazilian affiliates of the Underwriters to the extent directed by the Representatives.