Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectuses. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its such Underwriter’s name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Company, the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Except for an Option Closing Date that coincides with the Closing Date, each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at number of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company in the respective numbers principal amount of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price Securities set forth in Schedule I hereto opposite its name at a purchase price of 97.75% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, up to the number $45,000,000 in aggregate principal amount of Additional Shares set forth in Schedule I hereto Securities at the Purchase PricePrice plus accrued interest, providedif any, however, that to the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company date of payment and payable on the Firm Shares but not payable on such Additional Sharesdelivery. You may exercise this right on behalf of the Underwriters Initial Purchasers in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto I opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm SharesSecurities, subject, however, to adjustments to eliminate Securities in denominations other than in multiples of $1,000.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II hereto opposite its the name at the purchase price set forth of such Underwriter in Schedule I hereto at US$[●] per Ordinary Share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [ ] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name Securities at the purchase price set forth in Schedule I hereto (the “Purchase Price”)hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Underwriter the Additional SharesSecurities, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase up to the number aggregate principal amount of Additional Shares Securities set forth in Schedule I hereto at the Purchase Pricepurchase price set forth in Schedule I, providedplus accrued interest, howeverif any, that from the amount paid by Closing Date to the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional SharesOption Closing Date. You The Underwriter may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesnotice. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters Underwriter and the date on which such shares securities are to be purchased. Each purchase date must be at least one full business day after the written notice is given and given, unless waived in writing by the Company, may not be earlier than the closing date Closing Date for the Firm Shares Securities nor later than ten business days after the date of such noticenotice and must be within the thirteen day period beginning with the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “"Option Closing Date”"), each the Underwriter agrees, severally and not jointly, agrees to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares Securities as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesrelated exercise notice.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterthe Underwriters, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers number of Firm Shares Securities set forth in Schedule II hereto opposite its the Underwriters’s name at the purchase price set forth in Schedule I hereto at $9.80 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, purchase up to the number of 5,250,000 Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the $10.00 per Unit. The Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 45 days after the date of the Final Prospectusesthis Agreement. Any exercise such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each such purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (any such day, other than the Closing Date, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, the Underwriters agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date day as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears written notice to the total number Company. In addition,the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit for Firm SharesSecurities purchased hereunder and $0.55 per Unit for Additional Securities purchased hereunder (collectively, the “Deferred Discount”), which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters, upon the Company’s consummation of its initial Business Combination . The Underwriters hereby agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement will be authorized to distribute the Deferred Discount to the Public Stockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at the Closing Datenumber of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price Securities set forth in Schedule I hereto opposite its name at $9.80 a Unit (the “Purchase Price”) (subject to such adjustments to eliminate fractional Units as you may determine). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 3,750,000 Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares Securities shall be reduced by an amount per share Unit equal to any dividends declared by the Company and payable on the Firm Shares Securities but not payable on such Additional SharesSecurities. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 45 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Units as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Shares included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, (x) during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Units, Warrants or Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other securities so owned convertible into or exercisable or exchangeable for Shares; provided, however, that the foregoing shall not apply to the forfeiture of a portion of the Founder Shares pursuant to their terms and the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Additional Securities on exercise of the option provided for in Section 2 hereof, and (3) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholder at $[•] a share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II hereto opposite its the name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [•] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [•] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Fund the respective numbers principal amount of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price Notes set forth in Schedule I hereto opposite its name on Schedule II hereto at $24.21875 per Note (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund agrees to sell to the Underwriters the Additional Shares, Notes and the Underwriters shall have the right to purchase, severally and not jointly, up to the number $13,000,000 aggregate principal amount of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal Notes (without giving effect to any dividends declared by accrued interest from the Company and payable on Closing Date to the Firm Shares but not payable on such Additional SharesOption Closing Dates, as defined below). You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 30 thirty (30) days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares Additional Notes are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Notes not later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Notes. On each dayOption Closing Date, if any, that Additional Shares Notes are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Notes (subject to such adjustments to eliminate fractional shares securities as you the Representative may determine) that bears the same proportion to the total number principal amount of Additional Shares Notes to be purchased on such Option Closing Date as the number principal amount of Firm Shares Notes set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number principal amount of Firm SharesNotes.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ ] a share (the Company "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 5,272,500 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 6 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “"Option Closing Date”"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of each of (i) Xxxxxx Xxxxxxx & Co. Incorporated, (ii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and (iii) UBS Securities LLC, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than in connection with the Company's employee benefit plans. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and (c) any option granted after the date hereof that is not exercisable for 180 days after the date hereof and the issuance of options (and shares of Common Stock upon the exercise thereof) and shares of Common Stock pursuant to its employee stock purchase, incentive, pension, retirement, deferred compensation and other similar plans described in the Time of Sale Prospectus, Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless you. waive, in writing, such extension. The Company shall promptly notify Xxxxxx Xxxxxxx & Co. Incorporated of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesClosing Date. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 2 hereof solely for the purpose of covering sales of Common Shares in excess of the Underwriters’ over-allocation position as at number of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterthe Underwriters through the Representatives, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, agree to purchase from the Company the respective numbers number of Firm Shares Securities set forth in Schedule II hereto opposite its name at the purchase price set forth Underwriters’ names in Schedule I hereto at $9.80 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, purchase up to the number of 3,375,000 Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company through the Representatives not later than 30 45 days after the date of the Final Prospectusesthis Agreement. Any exercise such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each such purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (any such day, other than the Closing Date, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, the Underwriters agree to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date day as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears written notice to the total number Company. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 2, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm SharesSecurities and Additional Securities) purchased hereunder (the “Deferred Discount”), which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters through the Representatives hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement will be authorized to distribute the Deferred Discount to the Public Shareholders in accordance with the Amended and Restated Memorandum and Articles of Association.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II hereto opposite its the name at the purchase price set forth of such Underwriter in Schedule I hereto at US$[●] per Ordinary Share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Class A Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite its name at $9.80 a Share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase up to the number of 1,200,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters Underwriter for any Additional Shares shall be reduced by an amount per share Additional Share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Underwriter may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 45 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Class A Shares set forth in Schedule II I hereto opposite the name of such the Underwriter bears to the total number of Class A Shares. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Share (including both Firm Shares and Additional Shares) purchased hereunder (the “Deferred Discount”). The Underwriter hereby agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Firm Shares and Additional Shares included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, (x) during the period beginning on the date hereof and ending 180 days after the date of the Prospectus (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other agreement that transfer, in whole or in part, the economic consequence of ownership of, any shares of the Company beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other securities so owned convertible into or exercisable or exchangeable for Class A Shares; provided, however, that the foregoing shall not apply to the forfeiture of a portion of the Founder Shares pursuant to their terms and the Company may (1) issue and sell the Private Placement Shares, (2) issue and sell the Additional Shares on exercise of the option provided for in Section 2 hereof, (3) register Class A Shares with the Commission pursuant to the Registration Rights Agreement and (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in this Section 2 or the restrictions set forth in the Insider Letter for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two (2) business days before the effective date of the release or waiver; provided, however, that no such announcement by the Company shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of an Insider Letter.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amounts of Firm Shares Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On Upon the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its terms and conditionsthe conditions hereinafter stated, the Company agrees to sell to the Underwriters the Additional SharesOption Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares Option Securities set forth in Schedule I hereto at the Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares Option Securities shall be reduced by an amount per share equal to any dividends declared by the Company and interest payments, if any, payable on the Firm Shares Securities but not payable on such Additional Sharesthe Option Securities. You may exercise this right on behalf of the Underwriters in whole or from time to time in part once only by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares Option Securities to be purchased by the Underwriters and the date on which such shares Securities are to be purchased. Each The purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Option Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each the day, if any, that Additional Shares Option Securities are to be purchased (an the “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Option Securities (subject to such adjustments to eliminate fractional shares notes below the authorized denominations as you may determine) that bears the same proportion to the total number of Additional Shares Option Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Agreements to Sell and Purchase. The Company Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Stockholder at $[ ] a share (the respective numbers "PURCHASE PRICE"), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth in Schedule II I hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [ ] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (i) the Shares, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (iv) any distribution of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution or exchange offer, (v) grants of Common Stock or other securities pursuant to employee benefit plans described in the Prospectus or (vi) private sales by the Selling Stockholder of Common Stock or other securities in which the purchaser agrees to be bound by the restrictions contained in the preceding paragraph. In addition, the Company agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, file any registration statement with respect to any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at number of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amounts of the Firm Shares Notes set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto on the First Closing Date (as defined below). (b) The Company hereby grants the “Purchase Price”). On Option to the Underwriters to purchase, on the basis of the representations representations, warranties and warranties contained in this Agreementagreements herein contained, and upon the terms but subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to Option Notes at the Underwriters the Additional Shares, and same purchase price as the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters pay for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional SharesNotes. You The Option may exercise this right on behalf of the Underwriters be exercised in whole or in part from time to time in part by giving written notice at any time not later more than 30 days after subsequent to the date of this Agreement upon notice in writing delivered by facsimile by Barclays Capital Inc. on behalf of itself and the Final Prospectusesother Underwriters to the Company. Any exercise Such notice shall specify set forth the number of Additional Shares Option Notes as to be purchased by which the Underwriters are exercising the Option and the date on which and time when such shares Option Notes are to be purchased. Each purchase delivered and paid for, which may be the same date must be at least one full business day after and time as the written notice is given and may First Closing Date but shall not be earlier than the closing date for the Firm Shares First Closing Date nor later than ten business days 10 full Business Days after such notice is given. Any such notice shall be given at least two Business Days prior to the date and time of such noticedelivery specified therein. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares If any Option Notes are to be purchased, the amount of Option Notes to be purchased (an “Option Closing Date”), by each Underwriter agrees, severally and not jointly, to purchase shall be the number amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that Option Notes which bears the same proportion ratio to the total number aggregate amount of Additional Shares to be Option Notes being purchased on such Option Closing Date as the number amount of Firm Shares Notes set forth in Schedule II hereto opposite the such Underwriter’s name of (or such Underwriter amount increased as set forth in Section 10 hereof) bears to the total number aggregate amount of Firm SharesNotes being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Notes in denominations other than $1,000 as the Manager in its sole discretion shall make.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price Securities set forth in Schedule I hereto opposite its name at a purchase price of 97% of the principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, up to the number $25.0 million principal amount of Additional Shares Securities at the purchase price set forth in Schedule I hereto at above plus accrued interest, if any, to the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company date of payment and payable on the Firm Shares but not payable on such Additional Sharesdelivery. You The Initial Purchasers may exercise this right on behalf of the Underwriters these rights in whole or from time to time in part by giving written notice of each election to exercise the foregoing option not later than 30 13 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 3 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (each an “Option Closing Date”), each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares securities as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm SharesSecurities. The Company hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc., Deutsche Bank Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Initial Purchasers, it will not, during the period ending 90 days after the date of the Final Offering Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iv) publicly announce an intention to effect any such transaction in clause (i), (ii) or (iii). The foregoing paragraph shall not apply to (i) the Securities to be sold hereunder or the Underlying Securities, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option, warrant or note or the conversion of a security outstanding on the date hereof of which the Initial Purchasers have been advised in writing, (iii) the commencement of an exchange offer for the Company’s existing 2⅞% Convertible Senior Subordinated Notes due 2016 and the issuance of the related convertible notes in connection with such exchange offer, (iv) the filing of registration statements in respect of the Securities and the Underlying Securities or in connection with clause (iii) above or Forms S-8, (v) the issuance of shares of Common Stock or rights to acquire shares of Common Stock in respect of securities offered pursuant to the terms of the Company’s existing employee benefits plans or agreements, or (vi) transfers or sales of shares of Common Stock pursuant to the convertible note hedge and warrant transactions executed by the Company on the date hereof.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Over-allotment Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Over-allotment Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Over-allotment Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Over-allotment Shares. You Xxxxxx Xxxxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part in up to two separate exercises by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Over-allotment Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Over-allotment Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Over-allotment Shares (subject to such adjustments to eliminate fractional shares as you Xxxxxx Xxxxxxx may determine) that bears the same proportion to the total number of Additional Over-allotment Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but subject to the terms and conditions hereinafter statedset forth in this Agreement, agrees, severally and not jointly, to purchase from the Company Company, at $6.00 a share (the respective numbers “Purchase Price”), the number of Firm Shares set forth in Schedule II hereto I to this Agreement opposite its the name at the purchase price set forth in Schedule I hereto of such Underwriter. (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the b) The Company agrees to sell hereby grants to the Underwriters the Additional right to purchase at their election up to an aggregate of up to 500,000 Option Shares, and at the Underwriters shall have Purchase Price per share, for the right to purchase, severally and not jointly, up to sole purpose of covering sales of Shares in excess of the number of Additional Shares set forth in Schedule I hereto at Firm Shares, provided that the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares Price per Option Share shall be reduced by an amount per share Option Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional the Option Shares. You Any such election to purchase Option Shares may exercise this right on behalf be exercised by written notice from Xxxxxxxxxx Xxxxxxx & Co. LLC for up to 275,000 Option Shares and by Xxxxxxxxx & Company LLC for up to 225,000 Option Shares in accordance with the terms of the Underwriters in whole or from time to time in part by giving written notice not later than 30 Master Agreement Among Underwriters, given within a period of 45 calendar days after the date of this Agreement and setting forth the Final Prospectuses. Any exercise notice shall specify the aggregate number of Additional Option Shares to be purchased by the Underwriters and the date on which such shares Option Shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be delivered, as determined by Underwriter Representatives but in no event earlier than the closing date for the Firm Shares nor Closing Date or, unless Underwriter Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days Business Days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased notice with . (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinec) that bears the same proportion to the total number of Additional The Shares to be purchased by each Underwriter under this Agreement, in definitive form, and in such authorized denominations and registered in such names as Underwriter Representatives may request upon at least 48 hours’ prior notice to the Company shall be delivered by or on behalf of the Company to Underwriter Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name Underwriter, against payment by or on behalf of such Underwriter bears of the Purchase Price therefor by wire transfer of Federal (same-day) funds to the total number accounts specified by the Company to Underwriter Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least 24 hours prior to the Firm Shares Closing Date with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 12:30 p.m., New York City time, on April 15, 2014 or such other time and date as Underwriter Representatives and the Company may agree upon in writing, and, with respect to the Option Shares, 12:30 p.m., New York City time, on the date specified by Underwriter Representatives in the written notice given by Underwriter Representatives of the Underwriters’ election to purchase such Option Shares, or such other time and date as Underwriter Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is referred to in this Agreement as the “Firm Shares Closing Date,” each such time and date for delivery of the Option Shares, if not the Firm Shares Closing Date, is referred to in this Agreement as the “Option Shares Closing Date,” and each such time and date for delivery is generically referred to in this Agreement as a “Closing Date.” The consummation of the sale and purchase of the Firm Shares is referred to in this Agreement as the “Firm Shares Closing,” the consummation of the sale and purchase of any Option Share is referred to in this Agreement as an “Option Shares Closing” and each such Firm Shares Closing and Option Shares Closing is generically referred to in this Agreement as a “Closing.” (d) The documents to be delivered at each Closing by or on behalf of the parties hereto pursuant to this section 2 and sections 4 and 5, including the cross receipt for the Shares and any additional documents reasonably requested by the Underwriters, will be delivered at the offices of Akerman LLP, located at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Closing. A meeting will be held at the Closing Location at 9:30 a.m. New York City time, on the Business Day next preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. (e) For the purposes of this Agreement, the capitalized term “

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $[●] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, Price the Additional Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date (an “Option Closing Date”) must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) file any registration statement (other than one or more registration statements on Form S-8 with respect to the Company’s equity incentive plans described in the Time of Sale Prospectus and Prospectus) with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Time of Sale Prospectus and the Prospectus, (c) the issuance by the Company of shares of, or options to purchase shares of, Common Stock, restricted stock units or other securities or awards to employees, officers, directors, advisors or consultants of the Company pursuant to any equity incentive plan described in the Time of Sale Prospectus and Prospectus, (d) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that, the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further that the Company shall cause each recipient of such shares to execute and deliver to you, on or prior to such issuance, a “lock up” agreement, substantially in the form of Exhibit A hereto, and (e) the issuance of any shares of Class B Common Stock of the Company as described in “Organizational Structure—Offering Transactions” in the Time of Sale Prospectus and Prospectus. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(f) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit D hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 calendar days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each Seller hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, except as provided in the succeeding paragraph, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii) above. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) grants by the Company of employee stock options or restricted stock pursuant to the terms of a plan in effect on the date hereof of which the Underwriters have been advised in writing or (E) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of securities pursuant to the terms of a plan in effect on the date hereof of which the Underwriters have been advised in writing. In addition, the Selling Stockholder, agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to purchase Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the period ending 180 days after the date of the Prospectus, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the period ending 180 days after the date of the Prospectus, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period ending 180 days after the date of the Prospectus, the restrictions imposed by the previous paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $___ a share (the "PURCHASE PRICE") the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of ___ Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) grants, issuances or exercises under any existing employee benefits plans or (D) the issuance of Common Stock in connection with the acquisition of, or joint venture with, another company ; provided that in the case of any transfer, distribution or issuance pursuant to clause (D), (i) each distributee or recipient shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto and (ii) the undersigned and the recipient shall not be required to, and shall not voluntarily, file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the preceding paragraph. The Company also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal Price solely to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Sharescover over-allotments. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at number of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell 8,000,000 Firm Shares to the several UnderwritersUnderwriters at a price of $12.61 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Manager may determine) set forth in Schedule II hereto opposite its the name at the purchase price of such Underwriter set forth in Schedule I hereto (hereto. Moreover, the “Company hereby agrees to issue and sell up to 1,200,000 Additional Shares to the Underwriters at the Purchase Price”). On , less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares due to the timing of the record date of the cash dividend, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by less an amount per share equal to any dividends declared cash dividend payable by the Company and payable on the Firm Shares but only to the extent that such dividend is not payable on such the Additional SharesShares due to the timing of the record date of the cash dividend. You The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $[ ] a share (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [ ] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, distribute, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file any registration statement with the Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock (other than a registration statement on Form S-4 or S-8); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (C) the grant of options or the issuance of shares of common stock or restricted stock units by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to restricted stock grants or benefit plans described in the Prospectus, or (D) the issuance by the Company of up to an aggregate of five million (5,000,000) shares of Common Stock (or securities convertible into five million (5,000,000) shares of Common Stock) in connection with (a) any acquisition of or merger with another company, (b) the acquisition of assets relating to a business from another person or entity or (c) a strategic transaction involving another company, provided that in the case of this clause (D) that each recipient of any shares of Common Stock or securities convertible into Common Stock so issued shall agree in writing for the benefit of the Underwriters, in form and substance reasonable satisfactory to Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx, Sachs & Co. on behalf of the Underwriters, that all such shares of Common Stock and securities convertible into Common Stock shall remain subject to restrictions identical to those contained in this first sentence of this paragraph for the remainder of the period for which the Company is bound. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues a earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $26.46 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,205,357 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at the Closing Datenumber of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company also covenants with each Underwriter that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Time of Sale Prospectus and the Prospectus, (c) the issuance by the Company of shares of, or options to purchase shares of, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Time of Sale Prospectus and Prospectus, (d) the filing by the Company of registration statements on Form S-8 with respect to the employee benefit plans described in the Time of Sale Prospectus and Prospectus; or (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that, the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and provided further that the Company shall cause each recipient of such shares to execute and deliver to you, on or prior to such issuance, a “lock up” agreement, substantially in the form of Exhibit A hereto.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $7.99 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,764,750 Additional Shares set forth in Schedule I hereto at the Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers at a price of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto $84.825 per ADS (the “Purchase Price”)) the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 420,000 Additional Shares set forth in Schedule I hereto ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the Final Prospectusesnext succeeding business day. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $32.9875 a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule II I hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,714,500 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 ‎‎4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at the Closing Datenumber of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number aggregate principal amount of Additional Shares Securities set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Securities are to be purchased. Each purchase date must be at least one full business day day, if written notice is given prior to the closing date for the Firm Securities, or two business days, if written notice is given on or after the closing date for the Firm Securities, in each case, after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 2 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you may determine) that bears the same proportion to the total number aggregate principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm SharesSecurities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares Securities set forth in Schedule II hereto opposite its the Underwriter’s name at the purchase price set forth in Schedule I hereto at $9.80 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 3,750,000 Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the . The Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 45 days after the date of the Final Prospectusesthis Agreement. Any exercise such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each such purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (any such day, other than the Closing Date, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number same percentage of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date day as the number of Firm Shares Units listed next to the underwriter’s name in the table set forth in on Schedule II hereto opposite the name of such Underwriter I bears to the total number of Firm SharesUnits listed next to the names of all underwriters listed in Schedule I. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 2, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”), which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Articles of Association and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Shareholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement will be authorized to distribute the Deferred Discount to the Public Shareholders in accordance with the Articles of Association.

Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein containedcontained in this Agreement, but subject to the conditions hereinafter statedits terms and conditions, agrees, severally and not jointly, to purchase from such Selling Stockholder at $____ a share (the Company "PURCHASE PRICE") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule II I hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and but subject to its terms and conditions, the Company each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I II hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Selling Stockholders and the Company not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. If less than all Additional Shares are to be purchased, each Selling Stockholder shall sell the number of shares that bears the same proportion to the total number of Additional Shares to be purchased by the Underwriters on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Selling Stockholder bears to the total number of Firm Shares. Each purchase date must be at least one full two (2) business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of _______________ on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of Shares to be sold hereunder, (B) issuances by the Company of shares of Common Stock (x) upon conversion, redemption, exchange or otherwise pursuant to the terms of the Company's Convertible Perpetual Preferred Stock or (y) upon the exercise of an option, warrant or a similar security or the conversion of a security outstanding on the date hereof and reflected in the Prospectus, (C) the grants by the Company of options or stock, or the issuance by the Company of stock, under its benefit plans described in the Prospectus, (D) sales and transfers permitted under the Celanese Americas Retirement Savings Plan, (E) the issuance by the Company of shares of Common Stock in connection with the acquisition of, a joint venture with or a merger with, another company, and the filing of a registration statement with respect thereto; provided that the recipient of such shares agrees in writing with the Underwriters in an agreement in the form substantially identical to Exhibit H hereto, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, or otherwise transfer, directly or indirectly, any such shares or options during such 90-day period without the prior written consent of ___ on behalf of the Underwriters, (F) transactions by any person other than the Company, relating to shares of Common Stock or other securities acquired in the open market or other transactions after the completion of this offering, or (G) the filing of a registration statement pursuant to the registration rights of any of the Selling Stockholders.

Agreements to Sell and Purchase. The Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company hereby agrees to sell to the several Underwriterseach Underwriter, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name Company, at the purchase price set forth in Schedule I hereto (the “Purchase Price”)principal amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule II hereto. On Subject to the basis of terms and conditions and in reliance upon the representations and warranties contained in this Agreement, and subject to its terms and conditionsset forth herein, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number US$ 75,000,000 aggregate principal amount of Additional Shares Securities at the purchase price set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shareshereto. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Securities are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Securities that bears the same proportion to the total number aggregate principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities, subject to such adjustments as the Representatives, in their discretion, may make to eliminate any sales or purchases of a fractional aggregate principal amount of Additional Securities plus any additional principal amount of securities which such underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $4.935 a share (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,500,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it wixx xxx, xxxxxx the period ending 90 days after the date of the Prospectus Supplement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) the grant by the Company of options to purchase shares of Common Stock under the Company's 2000 Equity Incentive Plan as in effect on the date hereof or the Company's 2000 Non-Employee Directors' Stock Option Plan as in effect on the date hereof. The Company agrees to take all necessary action so that all existing trading plans or other arrangements pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 entered into by the executive officers of the Company relating to the Common Stock are suspended, and remain suspended, at all times during the period commencing on the date hereof and ending 90 days after the date of the Prospectus.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers such Seller at a price of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto $81.6202 per ADS (the “Purchase Price”)) the number of Firm ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule II hereto bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 255,000 Additional Shares set forth in Schedule I hereto ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the Final Prospectusesnext succeeding business day. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $21.15 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 600,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at US$______ per ADS (the Company “Purchase Price”) the respective numbers number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule II hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of _______________ Additional Shares set forth in Schedule I hereto ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares ADSs but not payable on such Additional SharesADSs. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm ADSs. Each Seller hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for ADSs or Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ADSs or Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a) the ADSs to be sold hereunder, (b) the issuance by the Company of ADSs or Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and which is described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (c) transactions by a Selling Shareholder relating to ADSs or other securities acquired in open market transactions after the completion of the offering of the ADSs, provided that no filing under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of ADSs or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of ADSs, Ordinary Shares or any security convertible into ADSs or Ordinary Shares as a bona fide gift, (e) distributions by a Selling Shareholder of shares of ADSs or Ordinary Shares or any security convertible into ADSs or Ordinary Shares to limited partners or shareholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under the Exchange Act or other public announcement, reporting a reduction in beneficial ownership of ADSs or Ordinary Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period], (f) the filing of any registration statement on Form S-8, or (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that (i) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Restricted Period and (ii) no public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the Selling Shareholder or the Company regarding the establishment of such plan. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any ADSs, Ordinary Shares or any security convertible into or exercisable or exchangeable for ADSs or Ordinary Shares. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any ADSs or Ordinary Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a “lock-up” agreement described in Section 6(o) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto US$16.8525 per share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchaseright, severally and not jointly, to purchase from the Company up to the number of Additional Shares set forth in Schedule I hereto opposite its name at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. With respect to all or a portion of the Shares to be purchased and sold hereunder on the Closing Date or on an Option Closing Date, the Representative, on behalf of the Underwriters, may elect, by notice given to the Company at least one business day prior to the Closing Date or relevant Option Closing Date, to have SDRs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company’s obligation to sell to the Underwriters and the Underwriters’ obligation to purchase Shares, provided that the number of SDRs in respect of which such election may be made may not, on any notification date, exceed (A) 79,246,024 less (B) the number of SDRs outstanding on such notification date less (C) the number of SDRs (if any) in respect of which such election was made on any previous notification date, to the extent not already included in (B) (the “SDR Delivery Limit”). For the avoidance of doubt, there will be no offering of securities to the public as defined in Article 2.1(d) of Directive 2003/71/EC of the European Parliament and of the Council, and amendments thereto, including Directive 2010/73/EU (the “Prospectus Directive”), except as permitted under the applicable exemptions under the Prospectus Directive or Regulation (EU) 2017/1129 of the European Parliament and of the Council.

Agreements to Sell and Purchase. The (a) Each of the Forward Sellers (with respect to the Borrowed Underwritten Shares) and the Company hereby agrees (with respect to any Company Top-Up Underwritten Shares), acting severally and not jointly, agree to sell to the several Underwriters, and each Underwriter, upon the basis of the warranties and representations and warranties subject to the terms and conditions herein contained, but subject to the conditions hereinafter stated, agrees, acting severally and not jointly, to purchase from each of the Forward Sellers (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), the respective numbers number of Firm Underwritten Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite its name at $45.696 a share (the “Purchase Price”). On the basis Each of the representations Forward Sellers’ obligations pursuant to this Section 3(a) are several and warranties contained in this Agreement, not joint and subject to its terms and conditions, the Company agrees to sell extend solely to the Underwriters the Additional Sharesrespective number of Borrowed Underwritten Shares specified opposite its name in Schedule I. (b) In addition, and the Underwriters shall have the right to purchase, severally and not jointly, purchase up to the number of 1,230,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, ; provided that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Underwritten Shares but not payable on such Additional SharesShares (the “Option Purchase Price”). You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement by written notice to the Final ProspectusesCompany and the Forward Sellers. Any Such exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date purchased (an “Option Closing Date”); provided that such Option Closing Date must be at least one full business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Borrowed Underwritten Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for . (i) Within one business day after such notice is given, the purpose Company shall execute and deliver to each of covering the Underwriters’ over-allocation position as at Forward Purchasers an additional letter agreement between the Closing Date. On each day, if any, that Additional Shares are to be purchased Company and such Forward Purchaser (an “Additional Forward Sale Agreement”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Borrowed Additional Shares being purchased by the Underwriters from the related Forward Seller pursuant to the exercise of such option, on terms substantially similar to the Initial Forward Sale Agreements as agreed by the parties. Upon the related Forward Purchaser’s execution and delivery of such Additional Forward Sale Agreement to the Company and upon the basis of the warranties and representations and subject to the terms and conditions herein contained, each of the Forward Sellers (or, in the case of any Company Top-Up Additional Shares, the Company) hereby agrees to sell to the several Underwriters such number of Borrowed Additional Shares at the Option Purchase Price. Each of the Forward Sellers’ obligations pursuant to this Section 3(b) are several and not joint and extend solely to the respective portion of the number of Borrowed Additional Shares specified opposite its name in Schedule I. (ii) On such Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Underwritten Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Underwritten Shares. (c) If (i) any of the representations and warranties of the Company and the Operating Partnership contained in Section 1 or any certificate delivered by the Company or the Operating Partnership pursuant hereto is not true and correct as of the date hereof and as of Closing Date or any Option Closing Date, as the case may be, as if made as of the Closing Date or such Option Closing Date, (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to the Closing Date or such Option Closing Date, (iii) any of the conditions set forth in Section 6 have not been satisfied on or prior to the Closing Date or such Option Closing Date, (iv) this Agreement shall have been terminated pursuant to Section 10 on or prior to the Closing Date or such Option Closing Date or the Closing Date or such Option Closing Date shall not have occurred, (v) any of the conditions set forth in Section 7 of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Date or such Option Closing Date or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the date hereof or as of the Closing Date or such Option Closing Date as if made as of the Closing Date or such Option Closing Date (clauses (i) through (vi), together, the “Conditions”), then the applicable Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event that the related Forward Purchaser determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Shares to be sold by it hereunder in connection with establishing a commercially reasonable hedge position, or (B) in its commercially reasonable judgment either it would be impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the Closing Date or any Option Closing Date, as the case may be, the aggregate number of shares of Common Stock that such Forward Seller or its affiliate is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. (d) If any of the Forward Sellers elects, pursuant to Section 3(c), not to borrow and deliver for sale to the Underwriters on the Closing Date or any Option Closing Date, as the case may be, the total number of Borrowed Shares to be sold by it hereunder, such Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the business day prior to the Closing Date or Option Closing Date. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Shares prior to the business day following notice to the Company of the relevant number of Shares so deliverable in accordance with this Section 3(d).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $23.50 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,252,500 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datehereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions herein, the Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers of Firm Shares Units set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares Units set forth in Schedule I hereto at the Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares Units shall be reduced by an amount per share unit equal to any dividends distributions declared by the Company Partnership and payable on the Firm Shares Units but not payable on such Additional SharesUnits. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares units are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over allotments made in connection with the Underwriters’ over-allocation position as at offering of the Closing DateFirm Units. On each day, if any, that Additional Shares Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares units as you may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Agreements to Sell and Purchase. (a) The Company Selling Stockholder, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Stockholder at $[—] a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth in Schedule II I hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto total number of Firm Shares. (the “Purchase Price”). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [—] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Unless otherwise agreed among you, the Selling Stockholder and the Company, the purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for On the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an the “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such the Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. (c) The Company and the Selling Stockholder each hereby agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. (d) The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of any option or warrant or the conversion of a security outstanding on or before the Closing Date of which the Underwriters have been advised in writing or which is described in the Time of Sale Prospectus, (c) transfers by the Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to any direct or indirect subsidiary of the Selling Stockholder; provided that in the case of any transfer pursuant to clause (c), each transferee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder, (d) grants made under any equity compensation plan described in the Prospectus and existing on the date of this Agreement, (e) the conversion of employee compensation awards held in the form of securities of the Selling Stockholder (or American Depositary Shares or Receipts representing such securities) into securities of the Company, (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 90-day restricted period, (g) the filing with the Commission of one or more registration statements on Form S-8, which is described in the Time of Sale Prospectus, (h) transfers by the Selling Stockholder of shares of Common Stock or any security convertible into or exchangeable or exercisable for Common Stock in connection with the direct or indirect acquisition of 100% of the Common Stock by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or the entry by the Company and the Selling Stockholder into an agreement providing for such a transaction, (i) any issuance or transfer of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock as consideration for a merger, acquisition, asset transfer or similar transaction, provided that the aggregate amount represented by the securities that the Company may issue or transfer or agree to issue or transfer pursuant to this clause (i) shall not exceed five percent (5%) of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided further, that the Company shall cause the recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a “lock-up” agreement, substantially in the form of Exhibit A hereto [and (j) the share repurchase transaction described in the Time of Sale Prospectus]. In addition, the Selling Stockholder, agrees that, without the prior written consent of the Managers on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by the Selling Stockholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall provide the Managers and each individual subject to the 90-day restricted period pursuant to the lock-up agreements described in Section 6(j) with prior notice of any such announcement that gives rise to an extension of the initial 90-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $9.40 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,875,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.. ​

Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $30.40 a share (the Company “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company SPEI agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,125,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each Seller (other than Sorrento Investment Group LLC) hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, if (i) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions contained in the second preceding paragraph shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares; (D) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants pursuant to an employee benefit plan described in the Prospectus; (E) the filing of any registration statement on Form S-8 in respect of any employee benefit plan described in the Prospectus; or (F) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts or transfers to controlled affiliates, provided that each transferee also agrees to the restrictions described above; or (G) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that no sales or other transfers occur under such plan during the restricted period referred to in the second preceding paragraph. In addition, each Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $48.750 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 3,128,259 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus Supplement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at US$[·] per American Depositary Share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II hereto opposite its name at Securities (subject to such adjustments to eliminate fractional Securities as you may determine) that bears the purchase price same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule I hereto (opposite the “Purchase Price”)name of such Underwriter bears to the total number of Firm Securities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [·] Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto at $97.00 per share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 600,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company with a record date for payment that is after the Closing Date and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten 10 business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datehereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell [●] Firm Shares to the several UnderwritersUnderwriters at a price of $[●] per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth in Schedule II hereto opposite its the name at the purchase price of such Underwriter set forth in Schedule I hereto (hereto. Moreover, the “Company hereby agrees to issue and sell up to [●] Additional Shares to the Underwriters at the Purchase Price”). On Price less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends declared cash dividend payable by the Company and payable on the Firm Shares but only to the extent that such dividend is not payable on such the Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. In addition, the Company will pay a financial advisory fee per share equal to, in the aggregate, 0.75% of the Public Offering Price (as defined below), solely to Baird and KBW (50% of which fee shall be payable to Baird and 50% of which fee shall be payable to KBW).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[●] a share (the “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule II I hereto opposite its the name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), without the prior written consent of the Representative (which consent may be withheld in the Representative’s sole discretion) (a) directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale, grant any security interest in, pledge, hypothecate or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to delivery of Common Stock or securities convertible into, exchangeable, or exercisable for shares of Common Stock (“Securities”), in cash settlement or otherwise, by the Company or any affiliate of the Company (or any person in privity with the Company or any affiliate of the Company) (collectively, a “Disposition”), (b) without limiting the restrictions set forth in clause (a), engage in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of Common Stock or other Securities during the Restricted Period, even if such shares of Common Stock or other Securities would be disposed of by a person or entity other than the Company, or (c) file any registration statement with the Commission relating to the offering of any shares of Common Stock or other Securities, except for a registration statement on Form S-8 relating to the registration of shares of Common Stock issuable pursuant to the Company’s equity incentive plans. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, including any Directed Shares; (b) the issuance of Common Stock or other Securities upon the exercise of any equity awards issued pursuant to the Company’s equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof, or the exercise of warrants or the conversion of convertible securities issued by the Company that are outstanding on the date hereof, provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or other Securities upon the exercise of such equity awards, or upon the exercise of such warrants or the conversion of such convertible securities pursuant to this clause (b), each recipient of Common Stock or other Securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”) (it being understood that the execution of the lock-up agreement required by this this clause (b) shall not serve to extend the date on which the lock-up period expires pursuant to the Lock-Up Agreement), but only to the extent such recipients are not already subject to standard market stand-off provisions with respect to the Common Stock or other Securities received upon such exercise or conversion pursuant to this clause (b); (c) the grant of any equity awards by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to equity incentive plans described in the Time of Sale Prospectus and in effect on the date hereof; (d) issuance of securities of the Company to one or more counterparties in connection with the consummation of any strategic partnership, joint venture, collaboration or other strategic transaction, or the acquisition or license of any business products or technology (but not any transaction the primary purpose of which is to provide financing to the Company), provided that the total number of shares of Common Stock, including shares underlying convertible or exercisable securities, which may be issued pursuant to this clause (d) may not exceed an aggregate of [●] shares of the Common Stock; (e) the issuance of Common Stock or warrants to purchase Common Stock pursuant to the Note Purchase Agreement dated March 15, 2017 among the Company, Acacia Research Corporation and Veritone LOC I, LLC (the “Note Purchase Agreement”) (or the issuance of Common Stock upon the conversion of notes or the exercise of warrants issued pursuant to the Note Purchase Agreement), provided that, unless otherwise agreed in writing by the Representative, prior to the issuance of Common Stock or warrants pursuant to this clause (e), each recipient of such securities shall have signed and delivered a lock-up agreement substantially in the form of Exhibit A hereto (to the extent such recipients have not previously executed a substantially similar lock-up agreement covering such securities); (f) the filing by the Company of a registration statement on Form S-8 with the Commission in respect of any shares of Common Stock or other Securities issued under or the grant of any equity award pursuant to an equity incentive plan described in the Time of Sale Prospectus and in effect on the date hereof; or (g) the establishment of any contract, instruction or plan (a “Plan”) that satisfies the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act); provided, that (i) no sales of Common Stock or other Securities shall be made pursuant to such a Plan prior to the expiration of the Restricted Period, and (ii) such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby shall be required, and no such announcement or filing is made voluntarily prior to the expiration of the Restricted Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up agreement described in Section 5(f) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver, consistent with the requirements of FINRA Rule 5131 (or any successor rule or regulation).

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at US$[•] per American Depositary Share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II hereto opposite its name at ADSs (subject to such adjustments to eliminate fractional ADSs as the purchase price Representative may determine) that bears the same proportion to the number of Firm ADSs to be sold by the Company as the number of Firm ADSs set forth in Schedule I hereto (opposite the “Purchase Price”)name of such Underwriter bears to the total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 412,500 Additional Shares set forth in Schedule I hereto ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares ADSs shall be reduced by an amount per share ADS equal to any dividends declared by the Company and payable on the Firm Shares ADSs but not payable on such Additional SharesADSs. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $22.2619 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 2,085,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datehereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers number of Firm Shares Securities set forth in Schedule II hereto opposite its the Underwriter’s name at the purchase price set forth in Schedule I hereto at $9.80 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriter, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase up to the number of 3,375,000 Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Underwriter may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 45 days after the date of the Final Prospectusesthis Agreement. Any exercise such written notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters Underwriter and the date on which such shares Additional Securities are to be purchased. Each such purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of such notice; provided, however, that if such purchase date is the Closing Date, such written notice may be provided one business day prior to the Closing Date. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (any such day, other than the Closing Date, an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date day as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears written notice to the total number Company. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 2, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Unit (including both Firm SharesSecurities and Additional Securities) purchased hereunder (the “Deferred Discount”), which Deferred Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriter, upon the Company’s consummation of its initial Business Combination. The Underwriter hereby agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement will be authorized to distribute the Deferred Discount to the Public Stockholders in accordance with the Certificate of Incorporation.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto at US$[•] per American Depositary Share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 5,175,000 Additional Shares set forth in Schedule I hereto the form of 1,725,000 ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $18.85 per share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 9,075,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You Xxxxxx Xxxxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date (an “Option Closing Date”) must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering overallotments made in connection with the Underwriters’ over-allocation position as at offering of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “any Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several UnderwritersInitial Purchasers, and each UnderwriterInitial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of the Firm Shares Securities set forth in on Schedule II I hereto opposite its name at the a purchase price set forth in Schedule I hereto of 100% of the principal amount thereof (the “Purchase Price”)"PURCHASE PRICE") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Initial Purchasers the Additional SharesSecurities, and the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, up to the number $26,250,000 of their respective principal amount of Additional Shares set forth in Schedule I hereto Securities at the Purchase PricePrice plus accrued interest, providedif any, however, that to the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company date of payment and payable on the Firm Shares but not payable on such Additional Sharesdelivery. You may exercise this right on behalf of the Underwriters Initial Purchasers in whole or from time to time in part by giving written notice of each election to exercise this option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto I opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm SharesSecurities. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Initial Purchasers, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the contemplated issuance by the Company of approximately $250 million of common stock in an underwritten public offering as discussed in "Use of Proceeds" in the Final Memorandum, (C) the issuance by the Company of any shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Initial Purchaser has been advised in writing, or (D) the issuance by the Company of additional options under the Company's existing stock option plans, provided that such options are not exercisable during the period ending 90 days after the date of the Final Memorandum.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, the conditions hereinafter statedCompany agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II hereto opposite its the name at the purchase price set forth of such Underwriter in Schedule I hereto at ____% of the principal amount thereof (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the Additional Shares, Securities and the Underwriters shall have the right to purchase, severally and not jointly, up to $18,750,000 Additional Securities from the number of Additional Shares set forth in Schedule I hereto Company at the Purchase Price, provided, however, that . Additional Securities may be purchased solely for the amount paid by purpose of covering over-allotments made in connection with the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on offering of the Firm Shares but not payable on such Additional SharesSecurities. You The Underwriters may exercise this their right on behalf of the Underwriters to purchase Additional Securities in whole or from time to time in part at any time by giving written notice not later than thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Final Prospectuses. Any exercise Underwriters and such notice shall specify the number aggregate dollar amount of Additional Shares Securities to be purchased by the Underwriters pursuant to such exercise and the date on for payment and delivery thereof, which such shares are to date shall be purchased. Each purchase date must be at least one full a business day (i) no earlier than two business days after the written such notice is has been given and may not be (and, in any event, no earlier than the closing date for the Firm Shares nor Closing Date (as hereinafter defined)) and (ii) no later than ten business days after the date of such noticenotice has been given. If any Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares denominations of less than $1,000 and integral multiples thereof as you may determine) that which bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date from the Company as the number of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares.Securities. The Company hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for its Common Stock, par value $0.16 2/3 per share (the "Common Stock"), or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Stock, or such other securities, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company's existing stock option plan and (ii) the Company may issue shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof. The Company also agrees not to file any

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell 2,338,468 Firm Shares to the several UnderwritersUnderwriters at a price of $11.045 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but and subject to the conditions hereinafter statedset forth herein, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in Schedule II hereto opposite its the name at the purchase price of such Underwriter set forth in Schedule I hereto (hereto. Moreover, the “Company hereby agrees to issue and sell up to 350,770 Additional Shares to the Underwriters at the Purchase Price”). On Price less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares due to the timing of the record date of the cash dividend, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends declared cash dividend payable by the Company and payable on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares due to the timing of the record date of the cash dividend, up to the total number of Additional Shares set forth opposite the name of such Additional SharesUnderwriter set forth in Schedule I hereto. You The Representative may exercise this right to purchase Additional Shares on behalf of the Underwriters in whole or from time to time in part by giving written notice of such exercise not later than 30 days after the date of the Final Prospectuseshereof. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one full business day after the date on which such written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of on which such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datewritten notice is given. On each day, if any, that Additional Shares are to be purchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesShares to be purchased on the Closing Date. No Additional Shares shall be sold and delivered unless the Firm Shares have been sold and delivered.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriterthe Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agree to purchase from the Company the respective numbers $[ ] aggregate principal amount of Firm Shares set forth in Schedule II hereto opposite its name Notes at the purchase price set forth in Schedule I hereto of [ ]% of the aggregate principal amount of the Firm Notes (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Notes and the Underwriters shall have the right to purchasepurchase the Additional Notes, severally with the same terms and not jointlyCUSIP number as the Firm Notes, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, providedplus interest, howeverif any, accrued from the Closing Date to, but excluding, the date of payment, provided that no such Additional Notes may be issued and sold unless they will be fungible with, and constitute the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on same series as, the Firm Shares but not payable on such Additional SharesNotes for U.S. federal income tax purposes. You The Underwriters may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares notes are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Notes and not later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. The Company hereby agrees that, without the prior written consent of the Underwriters’ over-allocation position as at , it will not, during the Closing Date. On each dayperiod ending 30 days after the date of the Prospectus, if any(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company or securities convertible into or exercisable or exchangeable for debt securities issued or guaranteed by the Company or (2) enter into any swap or other arrangement that Additional Shares are transfers to another, in whole or in part, any of the economic consequences of ownership of any debt securities issued or guaranteed by the Company whether any such transaction described in clause (1) or (2) above is to be purchased settled by delivery of debt securities issued or guaranteed by the Company or such other securities, in cash or otherwise, or (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase 3) file any registration statement with the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion Commission relating to the total number offering of Additional Shares any debt securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for debt securities issued or guaranteed by the Company. The agreements contained in this paragraph shall not apply to the Notes to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Sharessold hereunder.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell 695,650 Firm Shares to the several UnderwritersUnderwriter at a price of $50.00 per share (the “Purchase Price”), and each the Underwriter, upon the basis of the representations and warranties herein contained, but and subject to the conditions hereinafter statedset forth herein, agrees, severally and not jointly, agrees to purchase from the Company at the respective numbers Purchase Price such number of Firm Shares. Moreover, the Company hereby agrees to issue and sell up to 104,348 Additional Shares set forth in Schedule II hereto opposite its name to the Underwriter at the purchase price set forth in Schedule I hereto (Purchase Price less an amount per share equal to any cash dividend payable by the “Purchase Price”). On Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares due to the timing of the record date of the cash dividend, and the Underwriter, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to the number of purchase Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends declared cash dividend payable by the Company and payable on the Firm Shares but only to the extent that such dividend is not payable on such the Additional SharesShares due to the timing of the record date of the cash dividend (the “Option”). You The Underwriter may exercise this right on behalf of the Underwriters to purchase Additional Shares in whole or from time to time in part by giving written notice of such exercise not later than 30 days after the date of the Final Prospectuseshereof. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one full business day after the date on which such written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of on which such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datewritten notice is given. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Sharesexercise notice.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers Company, at a price of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto $0.8554 per share (the “Purchase Price”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 6,600,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such the Additional Shares. You The Manager may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the Final Prospectusesnext succeeding business day. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. ; provided, however, that solely with respect to an Additional Shares may Share exercise notice that is delivered prior to the Initial Closing Date (as defined below), the related purchase date must be purchased as provided in Section 4 hereof solely for at least one business day after the purpose of covering the Underwriters’ over-allocation position as at the Closing Datewritten notice is given. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $ per share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II I hereto opposite its the name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part on not more than three occasions by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into, exercisable or exchangeable for or representing Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Ordinary Shares or any securities convertible into, exercisable or exchangeable for or representing Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which option, warrant or security is disclosed in the Time of Sale Prospectus or of which option, warrant or security the Underwriters have been advised in writing, (c) the issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans in existence on the date hereof and described in the Time of Sale Prospectus, provided that any recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit D hereto with respect to the remaining 180-day restricted period or any extension thereof unless, in the case of the issuance of options, such options do not become exercisable during the remaining 180-day restricted period or any extension thereof, or (d) the issuance by the Company of up to an aggregate of up to five percent of the Ordinary Shares (as adjusted for stock splits, stock dividends and other similar events after the date hereof) as consideration for bona fide acquisitions, provided that any recipients thereof agree to enter into lock-up agreements with the Underwriters in the form of Exhibit A hereto with respect to the remaining 180-day restricted period or any extension thereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives and each person subject to the lock-up letters described in Section 5(i) of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell 4,400,000 Shares to the several UnderwritersUnderwriters at a price of $54.625 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in Schedule II hereto opposite its the name at the purchase price of such Underwriter set forth in Schedule I hereto (hereto. Moreover, the “Company hereby agrees to issue and sell up to 660,000 Additional Shares to the Underwriters at the Purchase Price”). On Price less an amount per share equal to any cash dividend payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares due to the timing of the record date of the cash dividend, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends declared cash dividend payable by the Company and payable on the Firm Shares but only to the extent that such dividend is not payable on such the Additional SharesShares due to the timing of the record date of the cash dividend. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, to purchase from the Company Company, at a purchase price of $[—] a share (the “Purchase Price”), the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price names of the Underwriters set forth in Schedule I hereto (the “Purchase Price”)hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number an aggregate of [—] Additional Shares set forth in Schedule I hereto at the Purchase Price, ; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may notice or such other date as shall be purchased as provided in Section 4 hereof solely for agreed between the purpose of covering Company and the Underwriters’ over-allocation position as at the Closing DateRepresentatives. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that it will not during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), in each case, without the prior written consent of the Representatives on behalf of the Underwriters, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to: (A) the Shares to be sold to the Underwriters hereunder; (B) the grant by the Company of equity-based awards (including options, restricted stock awards and/or restricted stock units) pursuant to any employee stock option plan, employee stock incentive plan or employee stock purchase plan of the Company, in each case, where such plan or agreement, as the case may be, is in effect as of the date hereof and specifically described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that such options, restricted stock awards or restricted stock units, as the case may be, do not become exercisable or vest during the Restricted Period; (C) the issuance by the Company of shares of Common Stock upon the conversion, exercise, exchange or settlement of any securities that are convertible into, exercisable or exchangeable for, or which may be settled for, shares of Common Stock (including warrants, options, restricted stock awards, restricted stock units and salary stock units) and that are outstanding as of the date hereof and specifically described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the Representatives shall have received an executed “lock-up” agreement, substantially in the form of Exhibit A hereto (a “Lock-Up Agreement”), for the balance of the Restricted Period from each recipient of such securities to the extent such recipient has not previously delivered an executed Lock-Up Agreement to the Representatives; (D) the issuance by the Company of shares of Common Stock to existing holders of Common Stock on a pro rata basis for the purposes of effecting the stock split in connection with the offering of the Shares as described in Registration Statement, the Prospectus and the Time of Sale Prospectus; (E) the issuance by the Company of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock as consideration or partial consideration for any bona fide merger, acquisition, business combination or other strategic or commercial transaction or relationship, and the filing of a Form S-4 registration statement (or any successor form) in respect thereof; provided that (i) the aggregate amount of such issuances does not exceed 5.0% of the shares of Common Stock issued and outstanding immediately following completion of the offering of the Shares, and (ii) the Representatives shall have received an executed Lock-Up Agreement for the balance of the Restricted Period from each recipient of such securities; and (E) the filing by the Company of a Form S-8 registration statement (or any successor form) relating to the issuance of shares of Common Stock issuable upon exercise of equity-based awards (including options, restricted stock awards and/or restricted stock units), in each case granted pursuant to any employee stock option plan, employee stock incentive plan or employee stock purchase plan of the Company where such plan or agreement, as the case may be, is in effect as of the date hereof and specifically described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed under this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall provide the Representatives and each entity or individual subject to the Restricted Period pursuant to the lock-up letters described in Section 5(g) with prior notice of any such announcement that gives rise to an extension of the initial Restricted Period. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in the lock-up letter described in Section 5(g) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $28.80 a share (the “"Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 525,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “"Option Closing Date”"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, ix xxxx xxx, xxring the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering contemplated by this Agreement, (D) grants of employee or director stock options or issuances of shares of Common Stock to employees or directors, in each case pursuant to the terms of a plan in effect on the date hereof or (E) the sale of shares of Common Stock pursuant to the Company's dividend reinvestment plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $5.875 a share (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,080,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it wxxx xxt, xxxxxg the period ending 90 days after the date of the Prospectus Supplement, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) the grant of options to purchase Common Stock under the Company's stock option plans or (D) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, Underwriters and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price ADSs set forth in Schedule I hereto opposite its name at $[●] per ADS (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [•] Additional Shares set forth in Schedule I hereto ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares ADSs shall be reduced by an amount per share ADS equal to any dividends declared by the Company and payable on the Firm Shares ADSs but not payable on such Additional SharesADSs. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares Additional ADSs are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of such notice; provided that a purchase date may be one business day after the date of such notice if such purchase date is the Closing Date. Additional Shares ADSs may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm ADSs. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers at a price of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto $105.28 per ADS (the “Purchase Price”)) the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 240,000 Additional Shares set forth in Schedule I hereto ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement, provided that if such date falls on a day that is not a business day, this right will expire on the Final Prospectusesnext succeeding business day. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares ADSs are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $ per share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II I hereto opposite its the name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part on not more than three occasions by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of Ordinary Shares in excess of the Underwriters’ over-allocation position as at the Closing Datenumber of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into, exercisable or exchangeable for or representing Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Ordinary Shares or any securities convertible into, exercisable or exchangeable for or representing Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which option, warrant or security is disclosed in the Time of Sale Prospectus or of which option, warrant or security the Underwriters have been advised in writing, (c) the issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans in existence on the date hereof and described in the Time of Sale Prospectus, provided that any recipients thereof enter into lock-up agreements with the Underwriters in the form of Exhibit D hereto with respect to the remaining 180-day restricted period or any extension thereof unless, in the case of the issuance of options, such options do not become exercisable during the remaining 180-day restricted period or any extension thereof, or (d) the issuance by the Company of up to an aggregate of up to five percent of the Ordinary Shares (as adjusted for stock splits, stock dividends and other similar events after the date hereof) as consideration for bona fide acquisitions, provided that any recipients thereof agree to enter into lock-up agreements with the Underwriters in the form of Exhibit A hereto with respect to the remaining 180-day restricted period or any extension thereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives and each person subject to the lock-up letters described in Section 5(i) of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $24.2125 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 300,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice and, in the case of any exercise notice delivered after the closing date for the Firm Shares, must be at least one business day after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the Underwriters’ over-allocation position as at the Closing Datenumber of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $24.2125 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, purchase up to the number of 900,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date (an “Option Closing Date”) must be at least one full business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datehereof. On each day, if any, that Additional Shares are to be purchased (an “any Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[—] a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule II I hereto opposite its the name at of such Underwriter bears to the purchase price set forth in Schedule I hereto (the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [—] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (4) make any public announcement of any intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise (including any net exercise) of an option or warrant or the conversion of a security outstanding on the date hereof, provided that such option, warrant or security is identified in the Time of Sale Prospectus and the Prospectus, (c) the issuance by the Company of options to purchase shares of Common Stock or restricted stock units or restricted stock awards to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Time of Sale Prospectus and the Prospectus (provided that, prior to such issuance, to the extent that any such shares or any such options or restricted stock units will become vested during the Restricted Period, the Company shall cause each recipient of such grant or issuance to execute and deliver a “lock-up” agreement substantially in the form of Exhibit A hereto), (d) the filing by the Company of registration statements on Form S-8 with respect to the employee benefit plans described in the Time of Sale Prospectus and the Prospectus, (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that, the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 10% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and provided further that the Company shall cause each recipient of such shares to execute and deliver to the Representatives, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Exhibit A hereto, or (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. If Xxxxxx Xxxxxxx, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 5(f) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by (i) a press release substantially in the form of Exhibit B hereto through a major news service or (ii) any other method that satisfies the obligations described in FINRA Rule 5131(d)(2) at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholder at $ a share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II I hereto opposite its the name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock other than in respect of any Shares owned by the Selling Shareholder. The restrictions contained in the preceding paragraph shall not apply to any of the Company’s existing employee benefits plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datehereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $[●] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters the up to [●] Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I II hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number aggregate principal amount of Additional Shares Securities set forth in Schedule I II hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Securities are to be purchased. Each purchase date must be at least one full business day day, if written notice is given prior to the closing date for the Firm Securities, or two business days, if written notice is given on or after the closing date for the Firm Securities, in each case, after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you may determine) that bears the same proportion to the total number aggregate principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm SharesSecurities.

Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase the Shares from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name Selling Shareholder at the purchase price set forth in Schedule I hereto $32.65 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Shareholder agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase up to the number of 9,000,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters Underwriter for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Underwriter may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Date. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Underwriter may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such the Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $975.00 a share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule II I hereto opposite its the name at the purchase price set forth in Schedule I hereto (the “Purchase Price”)of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 150,000 Additional Shares set forth in Schedule I hereto solely to cover overallotments, if any, at the Purchase Price, provided, however, that the amount per share paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at the Closing Datehereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company also covenants with each Underwriter that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Preferred Shares or Common Stock or any securities convertible into or exercisable or exchangeable for Preferred Shares or Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Preferred Shares or Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Preferred Shares or Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Preferred Shares or Common Stock or any securities convertible into or exercisable or exchangeable for Preferred Shares or Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Preferred Shares to be sold hereunder (including the conversion thereof), shares of Common Stock issued in connection with the payment of dividends with respect thereto or the Conversion Shares issuable upon conversion thereof, (b) the issuance by the Company of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or which has been disclosed in the Time of Sale Prospectus, (c) the issuance by the Company or any of its subsidiaries of equity awards pursuant to employee benefit plans described in the Time of Sale Prospectus (including Common Stock issued under any such equity awards upon vesting), (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the 60-day restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the 60-day restricted period, (e) the filing of one or more registration statements on Form S-8 with the Commission with respect to the Common Stock issued or issuable under any employee benefit plan described in the Time of Sale Prospectus, (f) the issuance by the Company of up to 36,500,000 shares of Common Stock pursuant to that certain Underwriting Agreement, dated as of the date hereof, by and among the Company and the Representatives, as representatives of the several underwriters named in Schedule I thereto (the “Common Stock Offering”), or (g) the issuance of securities in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of this clause (g), (i) the aggregate number of shares of the Common Stock to be issued in all such transactions referenced in this clause (g) does not exceed 10% of the outstanding Common Stock immediately following the Common Stock Offering and (ii) the recipient thereof enters into a lock-up letter substantially in the form of Exhibit A hereto with respect to the remaining 60-day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and each Selling Shareholder hereby agree, severally and not jointly, to sell to the several Underwriters, and each Underwriter, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, agrees severally and not jointly, to purchase from the Company and each Selling Shareholder the respective numbers of Firm Shares set forth in Schedules II and III hereto opposite its name at $[—] a share (the “Purchase Price”). (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and each Selling Shareholder hereby agree, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [1,275,000] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II or Schedule III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. (i) The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, (A) file any registration statement with the Commission relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, (B) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (C) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction described in clause (B) or (C) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of Ordinary Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the Closing Date and disclosed in the Time of Sale Prospectus, (c) the filing of a registration statement on Form S-8, (d) the sale of Ordinary Shares to the Underwriters, or (e) the issuance by the Company of stock options, restricted stock or similar equity awards pursuant to equity plans described in the Prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180 day restricted period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the restricted period; the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless the Representatives waive, in writing, such extension. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180 day restricted period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $[__________] a share (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 600,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and reflected in the Prospectus or (C) the grant of any restricted Common Stock, stock option or stock purchase right pursuant to either of the Company's stock option plans, the filing of a registration statement on Form S-8 relating to any such grant of any restricted Common Stock, stock option, or stock purchase right or the issuance by the Company of any shares of Common Stock upon the exercise of such stock option or stock purchase right.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers number of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $[●] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You Xxxxxx Xxxxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date (an “Option Closing Date”) must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering overallotments made in connection with the Underwriters’ over-allocation position as at offering of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “any Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto $45.40 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 412,500 Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing (including, without limitation, all DownREIT units of limited partnership outstanding on the date hereof as described in the Company’s Report on Form 10-Q for the quarter ended June 30, 2003), (C) the issuance of employee stock options in the ordinary course under the Company’s 1994 Stock Incentive Plan (provided such options are not exercisable during such 60 day period), (D) the issuance of shares of restricted stock to employees in the ordinary course under the Company’s 1994 Stock Incentive Plan, (E) sales, or commitments to sell, under the Company’s existing Employee Stock Purchase Plan or (F) the issuance of shares under the Company’s Dividend Re-Investment and Stock Purchase Plan.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the Fund hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from the Company Fund the respective numbers principal amount of Firm Shares Notes set forth in Schedule II I hereto opposite its name at the purchase price per Note set forth in Schedule I II hereto (the “Purchase Price”). . (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Fund agrees to sell to the Underwriters the Additional Shares, Notes and the Underwriters shall have the right to purchase, severally and not jointly, up to the number an additional $5,212,500 total aggregate principal amount of Additional Shares Notes (without giving effect to any accrued interest from the Closing Date to the Option Closing Date, as defined below) at the Purchase Price set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Sharesparagraph (a) above. You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 30 thirty (30) days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number total aggregate principal amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares Additional Notes are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Notes nor later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Notes. On each dayOption Closing Date, if any, that Additional Shares Notes are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Notes that bears the same proportion to the total number aggregate principal amount of Additional Shares Notes to be purchased on such Option Closing Date as the number aggregate principal amount of Firm Shares Notes set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm SharesNotes.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations representations, warranties and warranties covenants herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase, severally and not jointly, to purchase from the Company the respective numbers aggregate principal amount of Firm Shares Securities set forth in opposite the name of each Underwriter on Schedule II hereto opposite its name A hereof, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of this Section 9, at a price of 97% of the purchase price set forth in Schedule I hereto aggregate principal amount thereof (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSenior Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number an additional $5,812,500 aggregate principal amount of Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal Price (without giving effect to any dividends declared by accrued interest from the Company and payable on Closing Date to the Firm Shares but not payable on such Additional Sharesrelevant Option Closing Date, as those terms are defined herein). You The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number aggregate principal amount of Additional Shares Senior Securities to be purchased by the Underwriters and the date on which such shares aggregate principal amount of Additional Senior Securities are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Senior Securities nor later than ten business days after the date of such notice. Additional Shares Senior Securities may be purchased as provided in Section 4 5 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Senior Securities. On each day, if any, that Additional Shares Senior Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Senior Securities that bears the same proportion to the total number aggregate principal amount of Additional Shares Senior Securities to be purchased on such Option Closing Date as the number aggregate principal amount of Firm Shares Senior Securities set forth in Schedule II A hereto opposite the name of such Underwriter bears to the total number aggregate principal amount of Firm SharesSenior Securities.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell _____ Firm Shares to the several UnderwritersUnderwriters at a price of $______ per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth in Schedule II hereto opposite its the name at the purchase price of such Underwriter set forth in Schedule I hereto (hereto. Moreover, the “Company hereby agrees to issue and sell up to the total number of Additional Shares to the Underwriters at the Purchase Price”). On , and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to the total number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof by the Underwriters solely for the purpose of covering over‑allotments made in connection with the Underwriters’ over-allocation position as at Offering of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell 3,750,000 Shares to the several UnderwritersUnderwriter at a price of $34.981 per share (the “Purchase Price”), and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, agrees to purchase from the Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Manager may determine) set forth in Schedule II hereto opposite its the name at the purchase price of such Underwriter set forth in Schedule I hereto (hereto. Moreover, the “Company hereby agrees to issue and sell up to 562,500 Additional Shares to the Underwriter at the Purchase Price”). On , and the Underwriter, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, purchase up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Manager may exercise this right on behalf of the Underwriters Underwriter in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Manager may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day (or, if such purchase date is later than the closing date for the Firm Shares, at least three business days) after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering the Underwriters’ over-allocation position as at allotments made in connection with the Closing Dateoffering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at the purchase price set forth in Schedule I hereto US$[ o ] an American Depositary Share (the “Purchase Price”"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [ o ] Additional Shares set forth in Schedule I hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Global Coordinator may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final Prospectusesthis Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one full business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over allotments made in connection with the Underwriters’ over-allocation position as at offering of the Closing DateFirm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”"OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Global Coordinator may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Global Coordinator on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; (ii) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (A) the Shares or American Depositary Shares to be sold hereunder or (B) the issuance by the Company of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which have been disclosed in the Prospectus. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided that in the case of clause (ii) above, if no earnings results are released during such 16-day period, the restrictions imposed hereunder shall terminate on the last day of such 16-day period.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers amount of Firm Shares Securities as set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto of $3.984 per share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares Securities as set forth in Schedule I II hereto opposite its name at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Final ProspectusesProspectus. Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares securities are to be purchased. Each purchase date must be at least one full two business day days after the written notice is given given, unless waived in writing by the Company, and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over allotments made in connection with the Underwriters’ over-allocation position as at offering of the Closing DateFirm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares Securities as you the Representatives may determine) ), that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.