Common use of Payment and Delivery Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Payment and Delivery. Payment for the The Firm Shares shall be made to issued in the form of one or more fully registered global securities (the “Global Securities”) in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (“DTC”) and shall be delivered by the Selling Shareholders and the Company through the facilities of DTC for the account of each Underwriter against payment by such Underwriter on its behalf of the purchase price herefore by wire transfer of immediately available funds to the order account set forth on Schedule VI hereto (with all costs and expenses incurred by the Underwriters in connection with such settlement, including, but not limited to, interest or cost of funds and expenses, to be borne by the Company. The Underwriters will pay the Offering Price less the Underwriting Discount and Commissions as shown on the cover page of the Company against delivery of such Prospectus for the Firm Shares being sold by the Trust directly to FirstMerit Bank, N.A. at the account set forth on Schedule VI. The closing of the sale and purchase of the Firm Shares shall be held at the offices of Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxx for the respective accounts of the several Underwriters Underwriters. Such payment and delivery will be made at [—] 10:00 a.m., New York City Cleveland, Ohio time, on [—], 2010, the third business day after the date of this Agreement or at such other time on the same or such other datedate as shall be agreed upon by the Selling Shareholders, no later than five business days after the date of this Agreement as the Underwriters Company and the Company may agree upon in writingUnderwriters. The Such time and date of such payment are hereinafter referred to herein as the “Closing Date.” Payment for any Additional Shares The Selling Shareholder shall be made to the Company by the wire make transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates instructions for the Firm Shares available for examination by the Representative and counsel for the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing Underwriters not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

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

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

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

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

Payment and Delivery. Payment for of the Firm Shares purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, 0000 Xxxx Xxxxx Xxxxx, Suite 300, Raleigh, North Carolina 27607, or at such other place as shall be agreed upon by the Representative and the Company and the Selling Shareholders, at 9:00 A.M. (Eastern time) not later than the fifth 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 Representative and the Company and the Selling Shareholders (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 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 Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company and the Selling Shareholders by the wire transfer of immediately available funds to the order of a bank account(s) designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice Custodian pursuant to Section 2 each Selling Shareholder’s Power of this Attorney and Custody Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against delivery to the Representative for the respective accounts of the several UnderwritersUnderwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, with any transfer taxes payable in connection with the transfer of the Shares for their accounts, to the Underwriters duly paidaccept delivery of, against receipt for, and make payment of the Purchase Price thereforpurchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Firm Shares FIG, individually and Additional Shares not as representative of the Underwriters, may (but shall not be delivered through obligated to) make payment of the facilities 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 The Depository Trust CompanyDelivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives in writing. The time and date of such payment are hereinafter referred to as the “Time of Delivery” and such date, the “Closing Date.” Payment At the Time of Delivery, the Bank shall pay the Underwriters a fee (the “Underwriters’ Fee”) equal to 0.25% of the aggregate principal amount of the Underwriters’ Three-Year Fixed Rate Notes and 0.35% of the aggregate principal amount of the Underwriters’ Five-Year Fixed Rate Notes. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to in accordance with the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date terms of this Agreement as the Underwriters and the Company may agree upon in writingSection 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares the Securities shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 March 29, 2019 or at such other time on the same or on such other date, in any event not later than [—] a.m.April 5, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2019 as shall may be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid and (ii) any withholding of taxes required under the laws of Bermuda, against payment The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price therefor. The Firm Shares by such amount, or impose such withholding, and Additional Shares (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be delivered through no such reduction in the facilities Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of The Depository Trust Companythe Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]September 21, 2010, 2016 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement September 28, 2016 as the Underwriters and the Company may agree upon be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid and (ii) any withholding of taxes required under the laws of Bermuda, against payment The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price therefor. The Firm Shares by such amount, or impose such withholding, and Additional Shares (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be delivered through no such reduction in the facilities Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of The Depository Trust Companythe Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to or upon the order of the Company against delivery of such Firm Shares for Bank by wire transfer payable in funds immediately available to an account specified by the respective accounts of Bank on the several Underwriters at [—] a.m., New York City time, on [—], 2010Closing Date and time set forth in Schedule I hereto, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be reasonably designated by the date of this Agreement as the Underwriters and the Company may agree upon Representatives in writing. The time and date of such payment are hereinafter herein referred to as the “Time of Delivery” and such date, the “Closing Date.” Payment At the Time of Delivery, the Bank shall pay the Underwriters a fee (the “Underwriters’ Fee”) equal to 0.25% of the aggregate principal amount of the Underwriters’ Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on against payment by the date specified in several Underwriters through the notice described in Section 2 or at such other time on Representatives of the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following purchase price thereof. Delivery of the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct and agree to with the Bank.

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

Payment and Delivery. Payment for the Initial Firm Shares to be sold by the Selling Shareholder shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] 10:00 a.m., New York City time, on [—]March 5, 20102024, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement as the Underwriters and March 30, 2024, with respect to any Shares purchased by the Company may agree upon in writingthe offering as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” Payment for any Additional the Repurchase Shares to be sold by the Selling Shareholder shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Shares for the account of the Underwriter at 10:00 a.m., New York City time, on March 8, 2024, or at such other time on the same or such other date, not later than March 30, 2024, with respect to any Shares purchased by the wire transfer Company in the offering as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Repurchase Closing Date.” In addition, subject to the sale of the Firm Shares by the Selling Shareholder to the Underwriter in compliance with the terms of this Agreement, payment of the aggregate purchase price for the Repurchase Shares shall be made by the Company to the Underwriter in immediately available funds by wire transfer to an account specified by the order Underwriter, against delivery of such Repurchase Shares for the account of the Company on the same date as the Repurchase Closing Date. Payment for any Additional Shares to be sold by the Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.March 30, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2024, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Initial Firm Shares, Repurchase Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Initial Closing Date, the Repurchase Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Initial Firm Shares, Repurchase Shares and the Additional Shares shall be delivered to you the Underwriter on the Initial Closing Date, the Repurchase Closing Date or the an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for The Initial Securities to be purchased by the Firm Shares shall be made Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least 48 hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of immediately available Federal (same-day) funds to the order of accounts specified to the Underwriter by the Company against delivery upon at least 48 hours’ prior notice. The time, date and place of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.delivery and payment shall be 9:30 A.M., New York City time, on [—]March 9, 2010, or at such other 2012 (unless another time on and date shall be agreed to by the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Underwriter and the Company may agree upon in writingCompany) at the office of Hunton & Xxxxxxxx LLP, counsel for the Underwriter, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. The time and date of at which such delivery and payment are actually made is hereinafter referred to as called the “Closing DateTime.” Payment for any Additional Shares shall Any Option Securities to be made purchased by the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least 48 hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of DTC for the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of immediately available Federal (same-day) funds to the order of account specified to the Underwriter by the Company against delivery upon at least 48 hours’ prior notice. The time, date and place of such Additional Shares for the respective accounts of the several Underwriters at [—] delivery and payment shall be 9:30 a.m., New York City time, on the date specified by the Underwriter in the notice described in Section 2 or at given by the Underwriter to the Company of the Underwriter’s election to purchase such other time on the same Option Securities or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates Company and the Underwriter may agree upon in writing at the office of Hunton & Xxxxxxxx LLP, counsel for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing DateUnderwriter, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date000 Xxxx Xxxxxx, as the case may beXxx Xxxx, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyXxx Xxxx.

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

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

Payment and Delivery. (a) Payment of the aggregate Purchase Price for the Firm Shares to be sold and issued by the Company shall be made to the Company by the wire transfer Representative on behalf of the Underwriters in U.S. dollars in immediately available funds by wire transfer to the order account of the Company against delivery specified in writing by the Company to the Representative. If the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, payment of such Firm Shares the aggregate Purchase Price for the respective accounts Option Shares to be sold and issued by the Company shall be made by the Representative on behalf of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on in U.S. dollars in immediately available funds by wire transfer to the same or such other date, no later than five business days after the date account of this Agreement as the Underwriters and the Company may agree upon specified in writingwriting by the Company to the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made be, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at Firm Shares, 8:00 a.m. London time on October [—] a.m.__], New York City time2005, on the date specified in the notice described in Section 2 or at such other time on the same or time on such other date, in any event not later than October [—] a.m.__], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2005, as shall be designated in writing by the Underwriters. The Representative after consultation with the Company where practicable, and, if the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, at 8:00 a.m. London time and on the date specified by the Representative in the written notice (which date shall be two Business Days from the date of such payment are hereinafter referred notice) given by the Representative of its election, on behalf of the Underwriters, to as purchase such Option Shares in accordance with the “Option Closing Date”terms of Section 1(b) hereof. Certificates Payment for the Firm Shares and, if applicable, the Option Shares, shall be deemed to be released at the time of Admission of the Shares. Such time and date for delivery of the Firm Shares is herein called the "First Time of Purchase", such time and date for delivery of the Option Shares, if not the First Time of Purchase, is herein called the "Additional Time of Purchase", and each such time and date for delivery is herein called a "Time of Purchase". At each Time of Purchase, the Company shall pay in U.S. dollars in immediately available funds by wire transfer to or for the account of the Representative specified by the Representative to the Company the total of all expenses (as set forth in Section 5.1(l) hereof) then due and owing to the Underwriters, the Sponsor (as defined below) and the Additional Shares shall Underwriters' and Sponsor's counsel, if any, to the extent they have been ascertained by the Underwriters and Sponsor and agreed to by the Company, all as set forth in a detailed and itemized invoice to be in definitive form and registered in such names and in such denominations as you shall request in writing not delivered by the Representative to the Company no later than one full business day two Business Days prior to the Closing Date or Time of Purchase and confirmed by the Option Closing Date, as the case may beCompany. The certificates evidencing Representative shall, in its sole and absolute discretion, have the Firm Shares and the Additional Shares shall be delivered right to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts elect to deduct from its payment of the several Underwritersaggregate Purchase Price payable at any Time of Purchase under this Section 2(a), with any transfer taxes the amounts payable by the Company under this Section 2(a) in connection with the lieu of a wire of transfer of the Shares to funds from the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—●], 20102018, or at such other time on the same or such other date, no not later than five business days after [●], 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.August 30], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

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

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—[ ] a.m., New York City time, on [—[ ], 20102007, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Underwriter and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing DateCLOSING DATE.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at [—[ ] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] 10:00 a.m., New York City time, three (3) business days following the date the Underwriters provide Underwriter provides the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. OPTION CLOSING DATE.” Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on [—]December 12, 20102022, or at such other time on the same or such other date, no not later than five business days after December 24, 2022, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Such delivery and payment shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representative). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Time of Sale Memorandum or Final Memorandum or a delay as contemplated by the provisions of Section 10 hereof. Payment for any Additional Shares Optional Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Optional Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on the date and at the location specified in the corresponding notice described in Section 2 hereof or at such other time on the same date or on such other datedate or at such other location, in any event not later than [—] a.m.December 24, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2022, as shall be designated in writing by the UnderwritersRepresentative. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you the Representative (or to the Trustee, as custodian for The Depository Trust Company (“DTC”), in the case of global notes) on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery. The Firm Shares and Additional Shares Time shall be delivered through of the facilities essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of The Depository Trust Companythe Initial Purchasers.

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

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—][ ] ___, 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ] ___, 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by a Selling Stockholder shall be made to the Company by the wire transfer of such Selling Stockholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.________ ____, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—●] a.m., [A.M.][P.M.] (New York City time), on [—●], 20102024, or at such other time on the same or such other date, no later than five business days after date as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—●] a.m., [A.M.][P.M.] (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing agreed by the UnderwritersRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series A Term Preferred Shares, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you Ladenburg through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]August __, 2010, 1999 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement August __, 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company by the wire transfer Selling Stockholders set forth in Part B of Schedule I hereto in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.September __, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the U.S. Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for Delivery of the Firm Shares shall be made by the Selling Stockholders to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative in Federal or of funds immediately available in New York City to the account specified by the Selling Stockholders or, with respect to such Selling Stockholders that are Company Selling Stockholders, the Attorneys-in-Fact at [—] 10:00 a.m., New York City time, on [—]September 18, 20102020, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company Representative may agree upon designate in writing. The time and date Delivery of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made by the Selling Stockholders to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative in Federal or other funds immediately available in New York City to the account specified by the Selling Stockholders or, with respect to such Selling Stockholders that are Company Selling Stockholders, the Attorneys-in-Fact at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3(b) or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall be designated the Representative may designate in writing by the Underwriterswriting. The time and date of such payment are hereinafter for the Firm Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Additional Shares, if other than the Closing Date, is herein referred to as the “Option Closing Date”. Certificates for the ” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representative on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable by the Selling Stockholders in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities Facilities of The Depository Trust CompanyCompany unless the Representative shall otherwise instruct.

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

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m.], New York City time, on [—●], 20102020, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [●], 2020, as the Underwriters shall be mutually agreed upon between you and the Company may agree upon in writingCompany. The time and date of such payment are hereinafter referred to as the “First Closing Date.” Payment for any Additional Shares Optional Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Optional Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m.], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business seven days following after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementso specified, as shall be designated in writing by the Underwritersyou. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Optional Securities shall be delivered in definitive form and book entry form, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the First Closing Date or the Option applicable Optional Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Optional Securities shall be delivered to you through the facilities of the Depositary Trust Company (“DTC”) on the First Closing Date or the Option an Optional Closing Date, as the case may be, for the respective accounts account of such Underwriter, against payment by or on behalf of such Underwriter of the several Underwriterspurchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company, with any transfer taxes payable in connection with the transfer of the Offered Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares First Closing Date and Additional Shares shall be delivered through each Optional Closing Date, if any, are sometimes herein referred to as the facilities of The Depository Trust Company“Closing Date”.

Payment and Delivery. Payment for the Underwriters’ Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City timeon August 20, on [—], 20102014, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for In addition, in the event that any or all of the Additional Shares Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Additional Securities shall be made to the Company at such place as shall be agreed upon by the wire transfer of immediately available funds to Manager and the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters Company, at [—] a.m., New York City time, 10:00 A.M. (Eastern Time) on the date each Option Closing Date as specified in the notice described in Section 2 from the Manager to the Company, or at such other time on the same date or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing agreed upon by the UnderwritersManager and the Company. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates Payment for the Firm Shares Securities, and for any of the Additional Securities, if applicable, 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 Manager through the facilities of The Depositary Trust Company for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Manager, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Securities and the Additional Shares Securities, if any, which it has agreed to purchase. The Manager, individually and not as a representative of the Underwriters, may (but shall not be in definitive form and registered in such names and in such denominations as you shall request in writing obligated to) make payment of the purchase price for the Firm Securities or the Additional Securities, if any, to be purchased by any Underwriter whose funds have not later than one full business day prior to been received by the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the relevant Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against but such payment of the Purchase Price thereforshall not relieve such Underwriter from its obligations hereunder. The Firm Shares Securities and the Additional Shares Securities, if any, shall be delivered through in such denominations and registered in such names as the facilities of The Depository Trust CompanyManager may request in writing at least one full business day before the Closing Date or the relevant Option Closing Date, as the case may be.

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

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

Payment and Delivery. Payment for the Firm Shares to be sold by the Seller shall be made to the Company by the wire transfer of Seller in Federal or other funds immediately available funds to the order of the Company against delivery in New York City of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]November 14, 20102017, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters for any Firm Shares and Additional Shares to be sold by the Selling Shareholder shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the such Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by the Baring Selling Shareholder shall be made by wire transfer to the Company account specified by the wire transfer of Baring Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—●], 20102021, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [●], 2021, as the Underwriters Representatives and the Company Selling Shareholders may agree upon in writingupon. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm Shares to be sold by the TI Investment Selling Shareholder shall be delivered in exchange for the delivery of such Firm Shares by transfer via The Depository Trust Company’s DWAC System on the Closing Date. Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2021, as shall be designated in writing agreed upon by the UnderwritersSelling Shareholders and you. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of paid and (ii) any withholding required by law. All payments to be made by the Purchase Price therefor. The Firm Shares and Additional Shares Company or a Selling Shareholder hereunder shall be delivered through made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the facilities Company or Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company or Selling Shareholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made (excluding additional amounts in respect of The Depository Trust Companyany deduction or withholding imposed (i) due to the existence of any present or former connection between the payee and the taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments hereunder, (ii) in respect of any payment for services rendered in Canada by the payee or its affiliates, or (iii) as a result of a failure by the payee to provide any form or certificate that, in each case, was timely and reasonably requested by the payor and would have reduced or eliminated such deductions or withholding). All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder, is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in immediately available (same day) funds payable to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]October 16, 20102020, or at such other time on the same or such other date, no not later than five business days after October 23, 2020, as shall be designated in writing by the Representatives or, in the case of the Additional Shares, on the date and at the time and place specified by the Representatives in the written notice of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriters’ election to purchase such Additional Shares. The time and date of such payment for the Firm Shares are hereinafter referred to as the “Closing Date” and the time and date for such payment for the Additional Shares, if other than the Closing Date, are each herein referred to as an “Additional Closing Date.” Payment for Such delivery and payment shall be made at the offices of Shearman & Sterling LLP (or such other place as may be agreed to by the Company and the Representatives). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date or each Additional Closing Date, as the case may be, as originally scheduled include, but are in no way limited to, any Additional determination by the Company or the Underwriters to recirculate to investors copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10 hereof. The Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for delivery through the facilities of the Depository Trust Company for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 8:00 a.m., New York City time, on [—]September 18, 20102020, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement September 25, 2020, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment payments are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.October 23, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the Underwritersyou. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Securities shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paidpaid by the Company, against payment of the Purchase Price therefortherefor plus accrued interest, if any, to the date of payment and delivery. The Firm Shares and Additional Shares All payments to be made by the Company hereunder shall be delivered through made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the facilities of The Depository Trust CompanyCompany is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

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

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—•], 20102020, or at such other time on the same or such other date, no not later than five business days after [•], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 20102018, or at such other time on the same or such other date, no not later than five business days after , 2018, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters to the extent such taxes are duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]March 27, 20102015, or at such other time on the same or such other date, no later than five three (3) business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] 10:00 a.m., New York City time, three (3) business days following the date the Underwriters provide Representative provides the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersRepresentative. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. .” Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by the federal funds wire transfer of immediately available funds to the order of the Company against delivery of such the certificates for the Firm Shares to Bear Sxxxxxx through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York City time, on [—]June 1, 2010, or at such other 2005 (unless another time on shall be agreed to by the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Lead Managers and the Company may agree upon or unless postponed in writingaccordance with the provisions of Section 8 hereof). The time and date of at which such payment and delivery are hereinafter referred to as actually made is herein sometimes called the “Closing Datetime of purchase.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be delivered to Bear Sxxxxxx, through the facilities of DTC, in definitive form and registered in such names and in such denominations as you the Lead Managers shall request in writing not specify no later than one full business day prior to the Closing Date or second Business Day preceding the Option Closing Date, as time of purchase. For the case may be. The certificates evidencing purpose of expediting the checking of the form of certificate for the Firm Shares by the Lead Managers, the Company agrees to make such form of certificate available to the Lead Managers for such purpose at least one full Business Day preceding the time of purchase. Payment of the purchase price (and accrued and undeclared dividends from April 1, 2005), for the Additional Shares shall be made at any additional time of purchase in the same manner as the payment for the Firm Shares. Certificates for the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered Bear Sxxxxxx through the facilities of The Depository Trust CompanyDTC, in book-entry form at the additional time of purchase in such names and in such denominations as the Lead Managers shall specify no later than the second Business Day preceding the additional time of purchase. For the purpose of expediting the checking of the certificates for the Additional Shares by the Lead Managers, the Company agrees to make a form of such certificate available to the Lead Managers for such purpose at least one full Business Day preceding the additional time of purchase, other than the filing of the Articles Supplementary.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company Operating Partnership by the wire transfer of Federal or other immediately available funds to such account or accounts specified to the order of Manager by the Company Operating Partnership against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on [—]March 24, 20102014, or at such other time on the same or such other date, no not later than five business days after the date of referenced earlier in this Agreement sentence, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company Operating Partnership by the wire transfer of Federal or other immediately available funds to such account or accounts specified to the order of Manager by the Company Operating Partnership against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at [—] 10:00 a.m., New York City time, on the date Option Closing Date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) five business days following after the date on which the Underwriters provide option granted to the Company with notice pursuant to Initial Purchasers under Section 2 of this Agreementabove expires, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be delivered in the form of one or more permanent global notes in definitive form form, deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Datename of Cede & Co., as the case may benominee for DTC. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor. The Firm Shares therefor plus accrued interest, if any, to the date of payment and Additional Shares shall be delivered through the facilities of The Depository Trust Companydelivery.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ● ], 20102020, or at such other time on the same or such other date, no not later than five business days after [ ● ], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ● ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

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

Payment and Delivery. Payment The Securities to be purchased by the Initial Purchaser hereunder will be represented by one or more definitive global securities in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the Purchase Price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to the Initial Purchaser at least forty-eight (48) hours in advance, by causing DTC to credit the Securities to the account of the Initial Purchaser at DTC. The time and date of such delivery and payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]April 3, 20102007, or at such other time on the same or such other date, no later than five business days after date as shall be designated in writing by you (the date of this Agreement as the Underwriters and the Company may agree upon in writing“Closing Date”). The time and date of such delivery and payment are hereinafter referred to as for the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 2.2, or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three the last day of the thirteen (313) business days following day period beginning with the date the Underwriters provide the Company with notice pursuant to Section 2 of this AgreementClosing Date, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as you (the “Option Closing Date”). Certificates for representing the Firm Shares Securities and the Additional Shares Securities, if any, shall be in definitive form such denominations ($1,000 or integral multiples of $1,000 in excess thereof) and registered in such names and in such denominations as you shall the Initial Purchaser may request in writing not later than one at least two full business day days before Closing Date or the Option Closing Date, as the case may be. The Company will cause the certificates representing the Securities to be made available to the Initial Purchaser for examination at least twenty-four (24) hours prior to the Closing Date or the Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the “Designated Office”). The certificates evidencing the Firm Shares and the Additional Shares shall documents to be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross-receipt for the respective accounts Securities and any additional documents requested by Initial Purchaser or counsel for the Initial Purchaser pursuant to Section 5.10 hereof, will be delivered at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000 (the “Closing Location”) at the Closing Date or the Option Closing Date, as the case may be. On the Closing Date or the Option Closing Date, as the case may be, the Securities will be delivered at the Designated Office. A meeting will be held at the Closing Location at 8:00 p.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, at which meeting the final drafts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares documents to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through pursuant to this paragraph will be available for review by the facilities parties hereto. For the purposes of The Depository Trust Company.this Section 3,

Payment and Delivery. Payment for the Firm Shares to be sold by (i) the Company shall be made to the Company and (ii) by the wire transfer of Selling Stockholders shall be made to the Custodian in Federal or other funds immediately available funds to the order of the Company in Chicago against delivery of such Firm Shares by the Company and by the Custodian for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—]October 1, 20102018, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon shall be designated in writingwriting by Jefferies. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Selling Stockholders shall be made to the Company by the wire transfer of Custodian in Federal or other funds immediately available funds to the order of the Company in Chicago against delivery of such Additional Shares by the Custodian for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersJefferies. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you Jefferies shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you Jefferies on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities of DTC for the accounts of the Underwriters, unless Jefferies shall otherwise instruct. The Depository Trust Companycertificates for the Shares, if any, will be made available for inspection and packaging by Jefferies at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or Optional Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares, against delivery of the Firm Shares for the accounts of the several Underwriters, shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on [—], 2010the closing date and time set forth in Schedule II hereto, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company Shares, against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.Underwriters, shall be made to the Company in Federal or other funds immediately available in New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.the tenth business day thereafter, New York City time, three (3) business days following as may be designated by you in writing. The documents to be delivered on the date Closing Date or any Option Closing Date on behalf of the Underwriters provide the Company with notice parties hereto pursuant to Section 2 5 of this Agreement, as Agreement shall be designated delivered to the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at the address specified in writing by Schedule II hereto, and the Underwriters. The time and date of such payment are hereinafter referred to as Shares shall be delivered, all on the “Closing Date or the applicable Option Closing Date”, as the case may be. Certificates for the The Firm Shares and the Additional Shares shall be in definitive form or global form, as specified by the Managers, and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds certified or official bank check or checks payable to the order of the Company against delivery in same day funds at the office of such Firm Shares for the respective accounts of the several Underwriters Wilson, Sonsini, Xxxxxxxx & Xxxxxx, Professional Corporation at [—] 10:00 a.m., New York City time, on [—]__________, 20101997, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, 1997, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds certified or official bank check or checks payable to the order of the Company against delivery in same day funds at the office of such Additional Shares for the respective accounts of the several Underwriters Wilson, Sonsini, Xxxxxxxx & Xxxxxx, Professional Corporation at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1997, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. ." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 1000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]January 14, 20102011, or at such other location and time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Payment for any Additional Shares Delivery of the Units shall be made to the Company Underwriter for the account of the Underwriter against payment of the Purchase Price thereof to or upon the order of the Partnership by the wire transfer of payable in immediately available funds to the order account or accounts designated by the Partnership. Delivery of the Firm Units and the Additional Units shall be made through the facilities of The Depository Trust Company against delivery of such unless the Underwriter shall otherwise instruct. Payment for any Additional Shares for Units shall be made to the respective Partnership by wire transfer in immediately available funds to the account or accounts of designated by the several Underwriters at [—] a.m., New York City time, Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares Units and the Additional Shares Units shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by the Federal (same-day) funds wire transfer of immediately available funds to the order of the Company transfer, against delivery of such the Firm Shares to you through the facilities of the Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters Underwriters. Time shall be of the essence, and delivery at [—] a.m.the time and place specified pursuant to this Agreement is a further condition to the obligations of each Underwriter hereunder. Such payment and delivery shall be made at 10:00 A.M., New York City time, on [—__________ ___], 2010, or at such other 2003 (unless another time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters shall be agreed to by you and the Company may agree upon or unless postponed in writingaccordance with the provisions of Section 8 hereof). The time and date of at which such payment and delivery are actually made is hereinafter referred to as sometimes called the “Closing DateTime of Purchase.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be delivered to you in definitive form and registered in such names and in such denominations as you shall request in writing not specify no later than one full the second business day prior to preceding the Closing Date or Time of Purchase. For the Option Closing Date, as purpose of expediting the case may be. The checking of the certificates evidencing for the Firm Shares by you, the Company agrees to make such certificates available to you for such purpose at least two full business days preceding the Time of Purchase. Payment of the purchase price for the Additional Shares shall be made at the Additional Time of Purchase in the same manner and at the same office as the payment for the Firm Shares. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition to the obligations of each Underwriter hereunder. Certificates for the Additional Shares shall be delivered to you on in definitive form in such names and in such denominations as you shall specify no later than the Closing Date or business day preceding the Option Closing Date, as Additional Time of Purchase. For the case may be, purpose of expediting the checking of the certificates for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through by you, the facilities Company agrees to make such certificates available to you for such purpose at least one full business day preceding the Additional Time of The Depository Trust CompanyPurchase.

Payment and Delivery. Payment for the Firm Shares shall be made as follows: $78,400,000 of the net proceeds for the Firm Shares (including $2,800,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with a portion of the gross proceeds of the Private Placement Shares in order for the Trust Account to equal the product of the number of Firm Shares sold and the Public Offering Price per Share as set forth on the cover of the Prospectus upon delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] 10:00 a.m., New York City time, on October [—●], 20102020, or at such other time on the same or such other date, no not later than five three business days after the date of this Agreement foregoing date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Company shall not be obligated to deliver the Firm Shares except upon tender of payment therefor by the Underwriter, provided that payment by the Underwriter for all the Firm Shares is contingent on the payment by the Sponsor to the Trust Account, as described above, for the Private Placement Shares at least one business day prior to the Closing Date. Payment for any Additional Shares shall be made as follows: $9.80 per Additional Share (including $0.35 per Additional Share of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with the gross proceeds of the sale of any additional Private Placement Shares in order for the aggregate amount deposited in the Trust Account to equal the product of the number of Additional Shares sold and the Public Offering Price per Share as set forth on the cover of the Prospectus upon delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementforegoing date, as shall be designated in writing by the UnderwritersUnderwriter. The time and date Company shall not be obligated to deliver the Additional Shares except upon tender of such payment are hereinafter referred therefor by the Underwriter, provided that payment by the Underwriter for the Additional Shares is contingent on the payment by the Sponsor to the Trust Account, as described above, for the “Private Placement Shares at least one business day prior to the Option Closing Date”. Certificates for the The Firm Shares and the Additional Shares shall be delivered to the Underwriter through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriter has otherwise instructed, upon delivery to the Underwriter of certificates (in definitive form and substance satisfactory to the Underwriter) representing the Firm Shares or Additional Shares, as applicable, in each case for the account of the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Underwriter on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for of the Firm Shares purchase price for, and delivery of, the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), 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 Optional Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such 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 the wire transfer of immediately available funds to a bank account designated by the order Company, against delivery to the Representatives through the facilities of the Depository Trust Company against delivery of such Firm Shares (“DTC”) for the respective accounts of the several Underwriters at [—] a.m.of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, New York City timefor its account, on [—]to accept delivery of, 2010receipt for, or at such other time on and make payment of the same or such other datepurchase price for, no later than five business days after the date of this Agreement as the Underwriters Firm Securities and the Company may agree upon in writingOptional Securities, if any, which it has agreed to purchase. The time Representatives, individually and date of such payment are hereinafter referred to not as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order representatives of the Company against delivery of such Additional Shares for the respective accounts Underwriters, may (but shall not be obligated to) make payment of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates purchase price for the Firm Shares and Securities or the Additional Shares shall Optional Securities, if any, to be in definitive form and registered in such names and in such denominations as you shall request in writing purchased by any Underwriter whose funds have not later than one full business day prior to been received by the Closing Date Time or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing relevant Date or the Option Closing Dateof Delivery, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against but such payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companynot relieve such Underwriter from its obligations hereunder.

Payment and Delivery. Payment for the Firm Shares shall (i) The Securities to be made to the Company purchased by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other dateeach Underwriter hereunder, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated book-entry form in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form authorized denominations and registered in such names and in such denominations as you shall Xxxxx Xxxxxxx & Co. may request in writing not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or the Option Closing DateCompany, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered by or on behalf of the Company to you on Xxxxx Xxxxxxx & Co., through the Closing Date or facilities of the Option Closing Date, as the case may beDepository Trust Company (“DTC”), for the respective accounts account of the several Underwriterssuch Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of U.S. Federal (same-day) funds to the account specified by the Company to Xxxxx Xxxxxxx & Co. at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares ADSs, 9:30 a.m., New York City time, on [•], 2020 or such other time and Additional Shares date as Xxxxx Xxxxxxx & Co. and the Company may agree upon in writing, and, with respect to the Option ADSs, 9:30 a.m., New York City time, on the date specified by Xxxxx Xxxxxxx & Co. (subject to the terms hereof) in each written notice given by Xxxxx Xxxxxxx & Co. of the Underwriters’ election to purchase such Option ADSs, or such other time and date as Xxxxx Xxxxxxx & Co. and the Company may agree upon in writing. Such time and date for delivery of the Firm ADSs is herein called the “First Closing Date”, each such time and date for delivery of the Option ADSs, if not the First Closing Date, is herein called a “Second Closing Date”, and each such time and date for delivery is herein called a “Closing”. Notwithstanding the forgoing, in the event that the Firm ADSs (and Option ADSs, if elected by the Representative) are not delivered to the Representative by 2:30 p.m., New York City time, on the First Closing Date (and the Second Closing Date, if elected by the Representative), and the Company has received the purchase price funds in its designated account, the Company will return payment of the full purchase price to the Representative’s agent, Pershing LLC, via same day funds by 12:00 p.m. New York City time on the next New York Business Day. The Company shall be delivered through remain liable to Pershing LLC for the facilities full amount of The Depository Trust Companythe purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at [—] the offices of Xxxxx Lovells US LLP, Park Place II, Ninth Floor, 7900 Xxxxx Xxxxxx Drive, McLean, VA 22102, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City timeEastern Time, on [—]January 14, 20102013, or at such other time on the same or such other date, no not later than five business days after January 21, 2013, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeEastern Time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.February 20, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentatives. The time It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and date receipt for and to make payment of such payment are hereinafter referred to as the “Option Closing Date”. Certificates purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Payment for the Firm Shares and Additional Shares, as the Additional Shares case may be, shall be delivered made against delivery to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment paid by the Company. Delivery of the Purchase Price therefor. The Firm Shares and Additional Shares Shares, as the case may be, shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern Time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery. (a) Payment of the aggregate Purchase Price for the Firm Shares to be sold and issued by the Company shall be made to the Company by the wire transfer Representatives on behalf of the Underwriters in U.S. dollars in immediately available funds by wire transfer to the order account of the Company against delivery specified in writing by the Company to the Representatives. If the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, payment of such Firm Shares the aggregate Purchase Price for the respective accounts Option Shares to be sold and issued by the Company shall be made by the Representatives on behalf of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on in U.S. dollars in immediately available funds by wire transfer to the same or such other date, no later than five business days after the date account of this Agreement as the Underwriters and the Company may agree upon specified in writingwriting by the Company to the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made be, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at Firm Shares, 8:00 a.m. London time on November [—] a.m.•], New York City time2007, on the date specified in the notice described in Section 2 or at such other time on the same or time on such other date, in any event not later than November [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2007, as shall be designated in writing by the Representatives after consultation with the Company where practicable, and, if the option to purchase Option Shares provided for in Section 1(b) hereof shall have been exercised, at 8:00 a.m. London time on the date specified by the Representatives in the written notice (which date shall be two Business Days from the date of such notice) given by the Representatives of their election, on behalf of the Underwriters, to purchase such Option Shares in accordance with the terms of Section 1(b) hereof. The Such time and date for delivery of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares is herein called the “First Time of Purchase”, such time and date for delivery of the Option Shares, if not the First Time of Purchase, is herein called the “Additional Time of Purchase”, and each such time and date for delivery is herein called a “Time of Purchase”. At each Time of Purchase, the Company shall pay in U.S. dollars in immediately available funds by wire transfer to or for the account of the Representatives specified by the Representatives to the Company the total of all expenses (as set forth in Section 4.1(l) hereof) then due and owing to the Underwriters and the Additional Shares shall Underwriters’ counsel, if any, to the extent they have been ascertained by the Underwriters and agreed to by the Company, all as set forth in a detailed and itemized invoice to be in definitive form and registered in such names and in such denominations as you shall request in writing not delivered by the Representatives to the Company no later than one full business day prior to two Business Days immediately preceding the Closing Date or Time of Purchase and confirmed by the Option Closing Date, as the case may beCompany. The certificates evidencing Representatives shall, in their sole and absolute discretion, have the Firm Shares and the Additional Shares shall be delivered right to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts elect to deduct from its payment of the several Underwritersaggregate Purchase Price payable at any Time of Purchase under this Section 2(a), with any transfer taxes the amounts payable by the Company under this Section 2(a) in connection with the lieu of a wire of transfer of the Shares to funds from the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to the Company by the same day Federal Funds wire transfer of immediately available funds to the order of the Company against delivery of such the Firm Shares to the Underwriters through the facilities of The Depository Trust Company (“DTC”) for the respective accounts account of the several Underwriters Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York time, on September 30, 2015 (the “Closing Date”), which date shall be the third (or, if the purchase price set forth in Schedule A hereof is determined after 4:00 p.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five fourth) business days day after the date of this Agreement as (unless another time or date shall be agreed to by the Underwriters Representative and the Company may agree upon in writingCompany). The time and date of at which such payment and delivery are to be made is hereinafter referred to as sometimes called the “Closing DateTime of Purchase.” Payment for any Additional Electronic transfer of the Firm Shares shall be made to the Company or as instructed by the wire transfer Representative at the Time of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered Purchase in such names and in such denominations as you the Representative shall request specify. If the option for Additional Shares is exercised, payment of the purchase price for the Additional Shares shall be made at the Additional Time of Purchase in writing not later than one full business day prior the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Firm Shares shall be made to or as instructed by the Representative at the Time of Purchase in such names and in such denominations as the Representative shall specify. The Time of Purchase and the Additional Time of Purchase are sometimes referred to herein as the “Closing Dates.” Deliveries of the documents described in Section 6 with respect to the purchase of the Shares shall be made at the offices of Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, located at 0 Xxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx, at 10:00 A.M., New York time, on the applicable Closing Date or Dates of the Option Closing Datepurchase of the Shares and/or the Additional Shares, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares, against delivery of the Firm Shares for the accounts of the Underwriter, shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, on [—], 2010the closing date and time set forth in Schedule II hereto, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company may agree upon be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company Shares, against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.Underwriter, shall be made to the Company in Federal or other funds immediately available in New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.the tenth business day thereafter, New York City time, three (3) business days following as may be designated by you in writing. The documents to be delivered on the date Closing Date or any Option Closing Date on behalf of the Underwriters provide the Company with notice parties hereto pursuant to Section 2 5 of this Agreement, as Agreement shall be designated delivered to the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at the address specified in writing by Schedule II hereto, and the Underwriters. The time and date of such payment are hereinafter referred to as Shares shall be delivered, all on the “Closing Date or the applicable Option Closing Date”, as the case may be. Certificates for the The Firm Shares and the Additional Shares shall be in definitive form or global form, as specified by the Underwriter, and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to in New York City, at the order of the Company following account: Chase Manhattan Bank, New York, NY, ABA 201000021, Account: The Phoenix Companies, Inc., Account No.: 323897266; against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]__________, 20102001, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement _________, 2001, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to in New York City at the order of account set forth in the Company preceding paragraph against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2001, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”"OPTION CLOSING DATE". Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—•], 20102011, or at such other time on the same or such other date, no not later than five business days after [•], 2011, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2011, as shall be designated in writing by the UnderwritersRepresentatives. The time It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and date receipt for and to make payment of such payment are hereinafter referred to as the “Option Closing Date”. Certificates purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, each individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ · ], 20102020, or at such other time on the same or such other date, no not later than five business days after [ · ], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ · ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

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

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

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

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

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

Payment and Delivery. Payment of the Purchase Price for the Firm Shares Notes shall be made to the Company in cash by the Federal Funds (same day) wire transfer or, at the option of immediately available funds the Underwriters, by delivery to the order Company of subordinated debt securities of the Company (the “Purchased Securities”) purchased pursuant to that certain offer to purchase, dated November 25, 2019 (the “Offer to Purchase”), relating to such Purchased Securities (such Purchased Securities having a value for this purpose equal to the amount of the purchase price set forth in the Offer to Purchase (including, for the avoidance of doubt, any amount in respect of accrued and unpaid interest on such Purchased Securities from the immediately preceding interest payment date in respect of each series of Purchased Securities to (but excluding) the Closing Date)), against delivery of such Firm Shares the Notes (which shall be evidenced by one or more global certificates in book-entry form having an aggregate principal amount corresponding to the aggregate principal amount of the Notes) to you through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. Payment of the Underwriting Commission shall be made by the Company to the Underwriters in cash by Federal Funds (same day) wire transfer. Payment of the Purchase Price and Underwriting Commission shall be made at [—] a.m.10:00 A.M., New York City time, on [—]December 18, 20102019 (unless another time shall be agreed to by you and the Company; provided that such date is a business day and a day on which commercial banks in Colombia are not legally obliged or authorized to close) (such date and time, the “Closing Date”). The time at which such payment and delivery are to be made is hereinafter sometimes called the “time of purchase.” Electronic book-entry transfer of the Notes shall be made to you at the time of purchase in such names and in such denominations as you shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Notes shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M., New York City time, on the Closing Date, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made as follows: $245,000,000 of the net proceeds for the Firm Securities (including $8,750,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering Price per Unit as set forth on the cover of the Prospectus upon delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]T+2 (based on 4:30 market time), 20102017, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [T+5 (based on 4:30 market time)], 2017, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment by the Underwriters for the Firm Securities is contingent on the payment by the Sponsors to the Trust Account, as described above, for the Private Placement Warrants at least one Business Day prior to the Closing Date. Payment for any Additional Shares Securities shall be made as follows: $9.80 per Additional Security (including $0.35 per Additional Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the Company by the wire transfer of immediately available funds to the order terms of the Company against Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the Public Offering Price per Unit as set forth on the cover of the Prospectus upon delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by you. Payment by the UnderwritersUnderwriters for the Additional Securities is contingent on the payment by the Sponsors to the Trust Account, as described above, for the Private Placement Warrants at least one Business Day prior to the Closing Date. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Securities shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Units to be sold by the Partnership shall be made to the Company Partnership in Federal same day funds by the wire transfer of immediately available funds to a bank account reasonably acceptable to the order of Partnership and the Company Underwriters against delivery of such Firm Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—[ ], 20102014, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2014, as the Underwriters and the Company may agree upon shall be designated in writingwriting by Baird. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Units shall be made to the Company Partnership in Federal same day funds by the wire transfer of immediately available funds to a bank account reasonably acceptable to the order of Partnership and the Company Underwriters against delivery of such Additional Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) date 10 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after expiration of this Agreementoverallotment option], 2014, as shall be designated in writing by the UnderwritersBaird. The time Firm Units and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Units shall be in definitive form and registered in such names and in such denominations as you Baird shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Units and the Additional Shares Units shall be delivered to you Baird on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Delivery of the Units shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the accounts of the Underwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]______, 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ______, 1999 [INSERT DATE 5 BUSINESS DAYS AFTER THE IMMEDIATELY PRECEDING DATE], as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than ______, 1999 [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this AgreementINSERT DATE 10 BUSINESS DAYS AFTER THE EXPIRATION OF THE GREENSHOE OPTION], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”"OPTION CLOSING DATE". Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of or other immediately available funds to the order of the Company against delivery of such Firm Shares for to a bank account designated by the respective accounts of the several Underwriters Company at [—] a.m.10:00 A.M., New York City time, on [—]May 28, 20102003, or at such other time on the same or such other date, no later than five business days after as shall be agreed by the date of this Agreement as parties and designated in writing by the Underwriters and the Company may agree upon in writingInitial Purchaser. The time and date of such payment are hereinafter herein referred to as the “Closing Date"FIRST CLOSING DATE.” " Payment for any Additional Shares the Firm Securities shall be made against delivery to the Company by Initial Purchaser of one or more global securities representing the wire transfer of immediately available funds to Firm Securities (collectively, the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified "GLOBAL FIRM SECURITIES") registered in the notice described in Section 2 or at such other time on name of Cede & Co. (the same or on such other date, in any event not later than [—] a.m., New York City time, three (3"GLOBAL HOLDER") business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Firm Securities to the Underwriters Initial Purchaser duly paid. Such Global Firm Securities shall be made available to the Initial Purchaser for checking at least twenty four hours prior to the First Closing Date, against payment at the offices of Davis Polk & Wardwell, New York, New York. The option grantex xx Xxxxxon 0 xxxx xxpire 30 days after the date of this Agreement, and may be exercised in whole or in part from time to time by written notice being given to the Company by the Initial Purchaser. Such notice shall set forth the aggregate principal amount of Additional Securities as to which the option is being exercised and when such Additional Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment for the Additional Securities shall be made by wire or other immediately available funds to the order of the Purchase Price thereforCompany to the account designated by the Company at 10:00 A.M., New York time, on the date specified in such notice, or at such other time on the same or such other date, as shall be agreed by the parties and designated in writing by the Initial Purchaser. The Firm Shares time and date of such payment are herein referred to as the "ADDITIONAL CLOSING DATE" and the First Closing Date and any Additional Shares Closing Date are sometimes each referred to herein as a "CLOSING DATE". Payment for the Additional Securities shall be delivered through made against delivery to the facilities Initial Purchaser of The Depository Trust Companyone or more global securities representing the Additional Securities (collectively, the "GLOBAL ADDITIONAL SECURITIES") registered in the name of the Global Holder with any transfer taxes payable in connection with the transfer of the Additional Securities to the Initial Purchaser duly paid. Such Global Additional Securities shall be made available to the Initial Purchaser for checking at least twenty four hours prior to the Additional Closing Date, at the offices of Davis Polk & Wardwell, New York, New York.

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

Payment and Delivery. Payment for Subject to the Firm Shares terms and conditions hereof, payment of the purchase price for, and delivery of certificates for, the Securities shall be made to at the Company office of Chardan Capital Markets, LLC at 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as shall be agreed upon by you and the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Company), at [—] a.m.10:00 A.M., New York City time, on [—]November 2, 2010, or at such other 2009 (unless another time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters shall be agreed to by you and the Company may agree upon Company). Subject to the terms and conditions hereof, payment of the purchase price for the Securities (adjusted in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares manner set forth below) shall be made to the Company in the manner set forth below by the Federal Funds wire transfer of immediately available funds to the order of the Company transfer, against delivery of such Additional Shares certificates for the respective accounts Shares, through the facilities of The Depository Trust Company (“DTC”) and certificates for the Warrants, to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one business day before the time of purchase. Payment of the several Underwriters purchase price for the Securities to be purchased by Investors shall be made at [—] a.m.the time of purchase by such Investors directly to the Company. The time at which such payment and delivery are to be made is hereinafter sometimes called the “time of purchase.” At the time of purchase, the Company shall deliver to the Placement Agent, by Federal Funds wire transfer, an amount in cash equal to the sum of the aggregate Agency Fee and the Placement Agent’s bona fide estimate of the amount, if any, of expenses for which the Placement Agent is entitled to reimbursement pursuant hereto, which estimate shall be evidenced by expense reimbursement invoices provided by the Placement Agent to the Company prior to the time of purchase. As soon as reasonably practicable after the time of purchase, the Company or the Placement Agent, as applicable, shall make any necessary reconciling or additional payment(s) with respect to such estimate in order to effect the reimbursement to which the Placement Agent is entitled pursuant hereto. Electronic transfer of the Shares shall be made at the time of purchase in such names and in such denominations as the Placement Agent shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of Chardan Capital Markets, LLC at 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A.M., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer closing of the Shares to the Underwriters duly paid, against payment purchase of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanySecurities.

Payment and Delivery. Payment for the Initial Firm Shares to be sold by the Selling Shareholder shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] 10:00 a.m., New York City time, on [—]March 5, 20102024, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement as the Underwriters and March 30, 2024, with respect to any Shares purchased by the Company may agree upon in writingthe offering as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” Payment for any Additional the Repurchase Shares to be sold by the Selling Shareholder shall be made to the Company Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Shares for the account of the Underwriter at 10:00 a.m., New York City time, on March 8, 2024, or at such other time on the same or such other date, not later than March 30, 2024, with respect to any Shares purchased by the wire transfer Company in the offering as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Repurchase Closing Date.” In addition, subject to the sale of the Firm Shares by the Selling Shareholder to the Underwriter in compliance with the terms of this Agreement, payment of the aggregate purchase price for the Repurchase Shares shall be made by the Company to the Underwriter in immediately available funds by wire transfer to an account specified by the order Underwriter, against delivery of such Repurchase Shares for the account of the Company on the same date as the Repurchase Closing Date. Payment for any Additional Shares to be sold by the Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 ‎3 or at such other time on the same or on such other date, in any event not later than [—] a.m.March 30, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2024, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Initial Firm Shares, Repurchase Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Initial Closing Date, the Repurchase Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Initial Firm Shares, Repurchase Shares and the Additional Shares shall be delivered to you the Underwriter on the Initial Closing Date, the Repurchase Closing Date or the an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]___________, 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement __________, 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"CLOSING DATE". [The Closing Dateof the offering and sale of the Firm Shares will be held at the offices of Ropes & Xxxx, One International Place, Boston, MA 02110-2624.” ] Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option "OPTION CLOSING DATE". [The Closing Date”. of the offering and sale of the Additional Shares will be held at the offices of Ropes & Xxxx, One International Place, Boston, MA 02110-2624.] Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in federal or other immediately available funds in New York City (or such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of the Securities at the offices of Pillsbury Winthrop LLP, 1540 Broadway, New York, New York (or such other place or places of delxxxxx xx xxxxx xx xxxxxx xxxx xx the Company and the Representatives) to the order of the Company against delivery of such Firm Shares Representatives for the respective accounts of the several Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the Underwriters. Such payment and delivery shall be made at [—] a.m.10:00 A.M., New York City timetime on October 13, 2004 (or on [—]such later business day as shall be agreed upon by the Company and the Representatives in writing), 2010unless postponed in accordance with the provisions of Section 8 hereof. The day and time at which payment and delivery for the Securities (without regard to any Option Securities) are to be made is herein called the "Time of Purchase". In addition, in the event that the Underwriters have exercised their Option to purchase any or all of the Option Securities, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above mentioned offices, or at such other time on place as shall be agreed upon by the same or such other date, no later than five business days after the date of this Agreement as the Underwriters Representatives and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date relevant Date of Option Delivery as specified in the notice described in Section 2 or at such other time on from the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following Representatives to the date Company. Delivery of the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as Securities shall be designated made in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be definitive, fully registered form in definitive form and authorized denominations registered in such names and in such denominations as you shall the Representatives may request in writing to the Company not later than one two full business day days prior to the Closing Date or Time of Purchase, or, if no such request is received, in the Option Closing Datenames of the respective Underwriters for the respective number of shares of Securities, as set forth opposite the case may bename of each Underwriter in Schedule II hereto, in denominations selected by the Company. The certificates evidencing the Firm Shares and the Additional Shares Securities shall be delivered to you on at the Closing Date or the Option Closing Date, as the case may be, Time of Purchase for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with by the transfer of Company duly paid. The Company agrees to make the Shares Securities available for inspection by the Underwriters at least 24 hours prior to the Underwriters duly paidTime of Purchase, against payment of in definitive, fully registered form, and as requested pursuant to the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companypreceding paragraph.

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]March 16, 20102012, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares shall (i) The Securities to be made to the Company purchased by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other dateUnderwriter hereunder, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form authorized denominations and registered in such names and in such denominations as you shall X.X. Xxxxxxxxxx & Co., LLC may request in writing not later than one full business day upon at least 48 hours’ prior notice to the Closing Date or the Option Closing DateCompany, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered by or on behalf of the Company to you on X.X. Xxxxxxxxxx & Co., LLC, through the Closing Date or facilities of the Option Closing Date, as the case may beDepository Trust Company (“DTC”), for the respective accounts account of the several UnderwritersUnderwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Underwriter duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to X.X. Xxxxxxxxxx & Co., LLC at least 48 hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares and Additional Firm Warrants set forth opposite the name of the Underwriter in Schedule I hereto, 9:30 a.m., New York City time, on August 24, 2021 or such other time and date as X.X. Xxxxxxxxxx & Co., LLC and the Company may agree upon in writing, and, with respect to the Option Shares shall be delivered through and/or Option Warrants, 9:30 a.m., New York City time, on the facilities date specified by X.X. Xxxxxxxxxx & Co., LLC in each written notice given by X.X. Xxxxxxxxxx & Co., LLC of The Depository Trust Companythe Underwriter’s election to purchase such Option Shares and Option Warrants, or such other time and date as X.X. Xxxxxxxxxx & Co., LLC and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares and Firm Warrants is herein called the “First Closing Date,” each such time and date for delivery of the Option Shares and/or Option Warrants, if not the First Closing Date, is herein called a “Second Closing Date,” and each such time and date for delivery is herein called a “Closing.”

Payment and Delivery. Payment for Delivery of the Firm Shares shall be made to the Company by the wire transfer of and payment therefor, in immediately available funds payable to the order of the Company against delivery Company, shall be made at the office of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx Xxxx & Priest LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at [—] a.m.9:00 A.M., New York City time, on [—]April 5, 20102004, or at such other place, time on the same or such other date, no later than five business days after the and date of this Agreement as the Underwriters and shall be agreed upon in writing by the Company may agree upon in writingand you. The time hour and date of such delivery and payment are hereinafter referred to as herein called the “Closing Date.” Payment for any Additional Time of Delivery”. The Firm Shares shall be made delivered to you for your respective accounts in fully registered form and in such authorized denominations and registered in such names as you may reasonably request in writing not later than 2:00 P.M., New York City time, on the first business day prior to the Time of Delivery, or to the extent not so requested, registered in your respective names in such authorized denominations as the Company by shall determine. Each delivery of the wire transfer of Option Shares and payment therefor, in immediately available funds payable to the order of the Company against delivery Company, shall be made at the office of such Additional Shares for the respective accounts of the several Underwriters Xxxxxx Xxxx & Priest LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at [—] a.m.9:00 A.M., New York City time, on the date specified by you in the notice described in accordance with Section 2 hereof, or at such other place, time on and date as shall be agreed upon in writing by the same or on Company and you. The hour and date of each such other date, delivery and payment are herein called an “Option Shares Time of Delivery”. The appropriate number of Option Shares shall be delivered to you for your respective accounts in any event fully registered form and in such authorized denominations and registered in such names as you may reasonably request in writing not later than [—] a.m.2:00 P.M., New York City time, three (3) business days following on the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full first business day prior to the Closing Date Option Shares Time of Delivery, or to the Option Closing Dateextent not so requested, registered in your respective names in such authorized denominations as the Company shall determine. If any one or more of you shall default on your obligation or obligations to purchase and pay for the Securities which you have agreed herein to purchase and pay for (such of you which shall have so defaulted being referred to herein as a “Defaulting Underwriter”), the Company shall immediately give written notice thereof to X.X. Xxxxxxx & Sons, Inc., as the case may berepresentative of the Underwriters named in Schedule I hereto (the “Representative”), and each of you which shall not have so defaulted (the “Non-defaulting Underwriters”) shall have the right, within 24 hours after the receipt of such notice by the Representative, to determine to purchase or to procure one or more others, members of the National Association of Securities Dealers, Inc. (“NASD”) and satisfactory to the Company, to purchase, upon the terms herein set forth, the amount of the Securities which the Defaulting Underwriter so agreed to purchase. The certificates evidencing If the Firm Shares and Non-defaulting Underwriters shall determine to exercise such right, they shall give notice to the Additional Shares Company of such determination within 24 hours after their receipt of notice from the Company of such default, and, thereupon, the Time of Delivery shall be delivered to you on the Closing Date or the Option Closing Datepostponed for such period, not exceeding three business days, as the case Company shall determine, in order that the required changes in the Registration Statement, the Prospectus and any other documents or arrangements may bebe effected. If, for in the respective accounts event of such a default, the several UnderwritersNon-defaulting Underwriters shall fail to give such notice or, with any transfer taxes payable in connection with the transfer of the Shares within such 24-hour period, shall give notice to the Company that the Non-defaulting Underwriters duly paidwill not exercise such right, against payment this Agreement may be terminated by the Company, upon notice given to the Representative, within a further period of 24 hours. If the Purchase Price therefor. The Firm Shares and Additional Shares Company shall be delivered through not elect to so terminate this Agreement, it shall have the facilities of The Depository Trust Company.right:

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