Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The 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 Selling Stockholder at $[ ] a share (the "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 I hereto opposite the name of such Underwriter bears to the 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 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 [ ] Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 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 and the Selling Stockholder Stockholders hereby agrees agree to sell to the several Underwriters, severally and not jointly, 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 and Selling Stockholder Stockholders at $[ ] a 9.50 per share (the "PURCHASE PRICE"), “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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder agrees 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 [ ] 1,275,000 Additional Shares 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 in part 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 this 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 (1) 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 5 hereof solely for at the purpose of covering over-allotments made in connection with the offering option of the Firm SharesUnderwriters. On each day, if any, that Additional Shares are to be purchased (each 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 sold on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule I hereto III opposite the name of such Underwriter Selling Stockholder bears to the total number of Firm Additional Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Xxxxxxxxx LLC on behalf of the Underwriters, it will not, during the period ending 60 sixty (60) days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 by the Company (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 , (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) announce the offering of shares of Common Stock or (4) 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. The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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 hereof, or grants of which stock options, restricted stock or restricted stock units in accordance with the Underwriters have been advised terms of a plan in writingeffect on the Closing Date and described in the Time of Sale Prospectus (or any document incorporated by reference therein), (iii) transactions including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or the issuance 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 upon the exercise thereof, (c) except as contemplated by clause (b) above, the issuance by the Selling Stockholder Company of, or options to the holders of its ordinary shares by means of a distribution or exchange offerpurchase, (v) grants of Common Stock to employees, officers, directors, advisors or other securities consultants of the Company pursuant to employee benefit plans described in the Time of Sale Prospectus (or any document incorporated by reference therein), including, without limitation, the Company’s Amended and Restated Stock Incentive Plan, or (vid) private sales the filing by the Selling Stockholder Company 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 a registration statement with respect the Commission on Form S-8 relating to any shares the offering of Common securities in accordance with the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, including, without limitation, the Company’s Amended and Restated Stock or any security convertible into or exercisable or exchangeable for Common StockIncentive Plan.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Company at $[ ] a share the purchase Price set forth in Schedule I hereto (the "PURCHASE PRICE"), “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 respective numbers of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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, as applicable, in Schedule I 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 this 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 two business day days 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 5 2 hereof solely for the purpose of covering over-allotments made sales of Common Shares in connection with excess of the offering number 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 I II 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 Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "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 respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the name of such Underwriter bears "PURCHASE PRICE"); provided, that Directed Shares sold by the Underwriters to Participants shall be purchased from the Company at a purchase price equal to the total number of Firm SharesPublic Offering Price (as defined in Section 3 below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 [ ] 345,000 Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 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 Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "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 respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the name of such Underwriter bears to the total number of Firm Shares"Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] _______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the 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 notnot (and will not publicly announce any intention to), during the period beginning on the date hereof and ending 60 180 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 into, or exercisable or exchangeable for shares of 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 shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (iA) the SharesShares to be sold hereunder or (B) the conversion of outstanding preferred stock into shares of Common Stock as part of the closing of this offering, or (iiC) 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 writing prior to the date hereof provided that the Company relating to shares of Common Stock or other securities acquired has determined in open market transactions after the completion of the offering of the Sharesgood faith, (iv) any distribution of shares of Common Stock by the Selling Stockholder and, to the holders of its ordinary Company's knowledge, after due inquiry, that the person to whom such shares by means of a distribution or exchange are issued, will not offer, (v) grants sell, contract to sell or otherwise dispose of Common Stock or other securities pursuant to employee benefit plans described such shares in the Prospectus or (vi) private sales by the Selling Stockholder contravention 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 any lock-up agreement between such person 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ [·] a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder agrees Shareholders designated in Schedule I hereto as selling Additional Shares (acting severally and not jointly) agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [·] Additional Shares at the Purchase PricePrice as set forth in Schedule I hereto. 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and any successors of the Selling Stockholder Company resulting from the proposed holding company reorganization described in the Prospectus hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx each of Xxxxxxx, Xxxxx & Co. Incorporated and Citigroup Global Markets Inc. UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 60 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 caused 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 (iiiii) 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 (iiiii) 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 board of directors of the Company agrees thatshall not, without the prior written consent of Xxxxxx Xxxxxxx each of Xxxxxxx, Xxxxx & Co. Incorporated and Citigroup Global Markets Inc. UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, file approve any registration statement with respect to any shares transfer of Common Stock pursuant to Section 3.1(a) of the Stockholders Agreement, dated as of May 31, 2002, among the Company and the other parties named on the signature pages thereto, as amended by Amendment No. 1 to the Stockholders Agreement (the “Stockholders Agreement”), during such 90-day period; provided, however, that commencing on the 46th day of such 90-day period, the board of directors of the Company may approve, without the prior written consent of each of Xxxxxxx, Sachs & Co. and UBS Securities LLC, such transfers requested by any shareholder party to the Stockholders Agreement that (1) is not a Selling Shareholder and (2) is a natural person or any security convertible into or exercisable or exchangeable for Common Stock.a trust, as follows:

Agreements to Sell and Purchase. The Selling Stockholder Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Stockholder at $[ ] a share (the "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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis agreements of the representations and warranties Company herein contained in this Agreement, and subject to its all the terms and conditions, the 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 [ ] Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[______] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [_______] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto 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 The option to purchase Additional Shares may be exercised at any time within 30 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 but no more 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 Stockonce.

Agreements to Sell and Purchase. The Each Selling Stockholder 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 contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the such Selling Stockholder at $[ l ] a share (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the such Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 each Selling Stockholder Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ l ] Additional Shares 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 this 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 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. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each Any such election to purchase Additional Shares shall be made in proportion to the maximum number of the Company and the Additional Shares to be sold by each 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, as set forth 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 StockSchedule I hereto.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Company the respective numbers of Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the "PURCHASE PRICE")“Purchase Price”) plus accrued dividends, the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion if any, to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesClosing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such purchase date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company and the Selling Stockholder hereby agrees that, without the your 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 ProspectusProspectus relating to the Public Offering, (i1) 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 Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (ii3) 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] [Preferred Stock], whether any such transaction described in clause (i1), (2) or (ii3) above is to be settled by delivery of [Common Stock Stock] [Preferred Stock] or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph foregoing sentence shall not apply to (ia) the Sharessale of any Shares to the Underwriters pursuant to this Agreement, (iib) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, including, without limitation, upon conversion of which the Underwriters have been advised Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in writingthe Prospectus, (iiid) transactions the filing by any person other than the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock or other securities acquired in open market transactions after issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the completion of the offering of the Shares, (iv) any distribution of shares of Common Stock issuance by the Selling Stockholder to the holders Company 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 options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any security convertible into such options or exercisable the vesting of any such other rights, or exchangeable (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for Common Stockpurposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by 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 Event.

Agreements to Sell and Purchase. The Selling Stockholder Each Seller, severally and not jointly, solely on behalf of itself, 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 subscribe for and purchase from the Selling Stockholder such Seller at $[ [•] a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to subscribe for and purchase, severally and not jointly, up to [ [•] Additional Shares 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 this Agreement. Any exercise notice shall specify the number of Additional Shares to be subscribed for and purchased by the Underwriters and the date on which such shares are to be subscribed for and purchased. Each subscription/purchase date must be at least one 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 subscribed for and purchased as provided in Section 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be subscribed for and purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to subscribe for and 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 subscribed for and purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ______ a share (the "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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] ___________ Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. UBS Warburg on behalf of the Underwriters, it will not, during the period ending 60 180 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; 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. In addition, the board of directors of the Company shall not, without the prior written consent of Xxxxxx Xxxxxxx and UBS Warburg on behalf of the Underwriters, approve any transfer of Common Stock as a "Conversion Transfer" (as defined in the Company's certificate of incorporation) during such 180-day period. The restrictions contained in the preceding paragraph shall not apply to (iA) the SharesShares to be sold hereunder, (iiB) 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, (iiiC) transactions the issuance by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after options under the completion of Company's stock option plan, and (D) the offering of issuance by the Shares, (iv) any distribution Company of shares of Common Stock by in connection with any acquisitions, mergers or strategic investments that the Selling Stockholder Company enters into, subject to the holders of its ordinary requirement that parties receiving 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 such transactions agree to be bound by the same restrictions contained as those set forth in the preceding paragraph. In addition, paragraph for the Company agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf remainder 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 Stock180-day period.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Company at a price per share of $[ ] a share ______ (the "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 I hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 405,000 Additional Shares from the Company at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part on one occasion only, if anyby giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares 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 (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each of The Company hereby agrees and the Company and shall, concurrently with the Selling Stockholder hereby agrees thatexecution of this Agreement, 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, deliver an agreement executed by (i) each of the directors and officers of the Company; (ii) each stockholder listed on Annex I hereto, pursuant to which each such person agrees, not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Class A Common Stock or any shares of the Company's Class B Common Stock (the Class A Common Stock and the Class B Common Stock shall hereinafter be collectively referred to as the "COMMON STOCK") or any securities convertible into or exercisable or exchangeable for shares of the Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole Stock or in part, any other manner transfer all or a portion of the economic consequences associated with the ownership of ownership any shares of the Common Stock, whether any except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation. Notwithstanding the foregoing, during 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 period (i) the Shares, Company may grant stock options pursuant to the Company's existing stock option plan; (ii) the issuance by the Company of may issue shares of its 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, hereof; and (iii) transactions by any person other than the Company relating to shares of the Common Stock or other securities acquired in open market transactions after the completion may be pledged as security for obligations of the offering of holders thereof; provided, that 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 pledgees also agree to be bound by the restrictions contained in terms and conditions of 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 Stocksentence.

Agreements to Sell and Purchase. The Selling Stockholder 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 the Selling Stockholder such Seller at $[ [______] a share (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company and the Selling Stockholder 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 [ [_______________] Additional Shares at the Purchase PricePrice of which up to [_______________] Additional Shares to be issued by the Company and up to [_______________] Additional Shares to be sold by the Selling Shareholder, 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 right, in whole or from time to time in part part, by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be subscribed or purchased by the Underwriters and the date on which such shares are to be subscribed or purchased. Each subscription or purchase date must be at least one 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 subscribed or purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be subscribed or purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to subscribe or 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 subscribed or purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule 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 Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "PURCHASE PRICE"), the number respective numbers of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears Securities set forth in Schedule II hereto opposite its name at the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares purchase prices set forth in Schedule I hereto opposite (in the name case of the Firm Shares, the “Purchase Price”, and in the case of the Pre-Funded Warrants, the “Warrant Purchase Price”); provided that an aggregate of 37,500,000 Pre-Funded Warrants (the “Indication of Interest Securities”) proposed to be sold by the Underwriters to entities affiliated with the Company’s 10% stockholders affiliated with its directors (the “Indication of Interest Purchasers”) shall be purchased at the Public Offering Price and the Public Offering Price per Warrant, respectively. To the extent the Indication of Interest Purchasers do not purchase Indication of Interest Securities on the Second Closing Date (as defined in Section 4 hereto), the purchase price of such Underwriter bears to securities shall be the total number of Firm SharesWarrant Purchase Price. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 of each election to exercise the option not later than 30 days after the date of this 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 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 may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 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 aggregate number of Firm Shares set forth in Schedule I II 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 Subject to such adjustments as you may determine in order to avoid fractional shares, each 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, subject to all the terms and conditions set forth herein, to sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter, severally and not jointly, agrees to purchase from the each Selling Stockholder Stockholder, at a purchase price of $[ ] a share (the "PURCHASE PRICE")______ per share, the that number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the number of Firm Shares to be sold by set forth opposite the name of such Selling Stockholder in Schedule I hereto as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm SharesShares to be sold by the Selling Stockholders. On The Selling Stockholders also agree, severally and not jointly, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from the Selling Stockholders, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. You purchase price per share, pursuant to an option (the "over-allotment option"), which may exercise this right on behalf of the Underwriters in whole or be exercised at any time and from time to time in part by giving written notice of each election prior to exercise 9:00 P.M., New York City time, on the option not later than 30 days 30th day after the date of this Agreementthe Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 1,000,000 Additional Shares. Any exercise notice shall specify the The maximum number of Additional Shares which each Selling Stockholder agrees to be purchased sell upon the exercise by the Underwriters and of the date on which such shares are to be purchased. Each purchase date must be at least one 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 5 hereof solely for the purpose of covering over-allotments made allotment option is set forth opposite their respective names in connection Schedule I hereto. If at any time the Underwriters exercise the over-allotment option with the offering respect to less than 1,000,000 of the Firm Additional Shares. On , the Underwriters shall purchase from each day, if any, Selling Stockholder 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 which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriters as the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto bears to the aggregate number of Firm Shares to be sold by the Selling Stockholders. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder that number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the number of Additional Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate 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 Shares 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 sold 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 StockStockholders.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "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 respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $______ a share (the name of such Underwriter bears to the total number of Firm Shares"Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 525,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date but 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the 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 commencing on the date hereof and ending 60 180 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (i1) 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 (ii2) 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 (i1) or (ii2) 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 Each Selling Stockholder Shareholder, 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 each Selling Stockholder Shareholder at $[ ] a per share (the "PURCHASE PRICE"), “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 such Selling Stockholder Shareholder as the number of Firm Shares set forth in Schedule I III hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Ventures agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. You Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) and Xxxxx and Company, LLC (“Cowen”) 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. Cowen on behalf of the Underwriters, it will not, during the period ending 60 90-days after the date of the Prospectus, (i1) 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, 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) 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 writingwriting or that is described in the Time of Sale Prospectus, (iiic) transactions by any person other than the Company relating to shares grant of Common Stock options or other securities acquired in open market transactions after the completion of the offering of the Shares, (iv) any distribution issuance of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution employees, officers, directors, advisors or exchange offer, (v) grants of Common Stock or other securities consultants pursuant to any employee benefit plans plan described in the Prospectus or (vid) private sales by the Selling Stockholder filing of Common Stock or other securities any registration statement on Form S-8 in which the purchaser agrees to be bound by the restrictions contained respect of any employee benefit plan described in the preceding paragraphProspectus. In additionNotwithstanding 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 agrees thatannounces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, without the prior written consent 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 Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf Cowen of any earnings release, news or event that may give rise to an extension 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 Stockinitial 90-day restricted period.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "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 respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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. You Xxxxxx Xxxxxxx & Co. Incorporated may exercise this right on behalf of the Underwriters in whole or from time to time in part (but not more than once) by giving written notice of each election to exercise the option not later than 30 days after the date of this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of each of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the Prospectus, (i1) 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 (ii2) 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 (i1) or (ii2) 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 on Form S-8 or a successor form). The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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 that is disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, (iiic) transactions by any person other than the Company relating to shares grant of Common Stock options or other securities acquired in open market transactions after the completion of the offering of the Shares, (iv) any distribution issuance of shares of Common Stock by under any employee benefit plan described in the Selling Stockholder Time of Sale Prospectus, provided that such options or shares (other than shares issued to non-employee directors and options and shares issued under the holders of its ordinary shares by means Company’s employee stock purchase plan) shall not vest during the 90-day restricted period or (d) the establishment of a distribution or exchange offertrading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (v) grants 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 and no public announcement or other securities pursuant to employee benefit plans described in filing under the Prospectus Exchange Act regarding the establishment of such plan shall be required of or (vi) private sales voluntarily made 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 undersigned or 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 StockCompany.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder agrees Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the Prospectus, (i1) 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 other securities convertible into or exercisable or exchangeable for Common Stock; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (i) the SharesShares to be sold hereunder, (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 and disclosed in the Time of which Sale Prospectus and the Underwriters have been advised in writingProspectus, (iii) transactions the issuance by any person other than the Company relating of shares of, or options to purchase shares of of, Common Stock or other securities acquired in open market transactions after the completion restricted stock units to employees, officers, directors, advisors or consultants 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 Company pursuant to employee benefit plans described in the Time of Sale Prospectus or and Prospectus, (viiv) private sales the filing by the Selling Stockholder Company 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. registration statements on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus, file any registration statement Form S-8 with respect to any the employee benefit plans described in the Time of Sale Prospectus and Prospectus, or (v) 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 any security convertible into more businesses, products or exercisable technologies (whether by means of merger, stock purchase, asset purchase or exchangeable for otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that, the aggregate number of shares of Common StockStock that the Company may sell or issue or agree to sell or issue pursuant to this clause (v) 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 executed by the Selling Stockholders.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Company at a price per share of $[ ] a share ______ (the "PURCHASE PRICEPurchase 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] _______ Additional Shares from the Company at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares 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 (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each The Company hereby agrees, and concurrently with the execution of this Agreement the Company shall deliver an agreement executed by (i) each of the directors and officers of the Company and the Selling Stockholder hereby agrees that(ii) each stockholder listed on Annex I hereto pursuant to which each such person agrees, 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) not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Common Stock of the Company or the common stock, par value $1.00 par value per share (the "Culbro Stock"), of Culbro Corporation, a New York corporation ("Culbro"), or any securities convertible into or exercisable or exchangeable for such Common Stock; Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole Culbro Stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the any such Common Stock or Culbro Stock, whether any except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such transaction described in clause period the Company may (i) or grant stock options pursuant to the Company's existing stock option plan and (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 issue 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 Stockhereof.

Agreements to Sell and Purchase. The Each Selling Stockholder Shareholder, 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 such Selling Stockholder Shareholder at $[ [—] a share (the "PURCHASE PRICE"), “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 such Selling Stockholder Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 each Selling Stockholder Shareholder agrees to sell to the Underwriters the Additional SharesShares as set forth on Schedule I, severally and not jointly, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 6,255,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by any withholding required by law. 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 this 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 two business day days 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each On each Option Closing Date, the number of Additional Shares to be purchased from each Selling Shareholder by the Underwriters shall equal the number of Additional Shares to be purchased from the Selling Shareholders collectively multiplied by the fraction obtained by dividing the number of Firm Shares to be sold by such Selling Shareholder, as indicated on Schedule I hereto, by the total number of Firm Shares, as indicated on Schedule I hereto (subject to such adjustments to eliminate fractional shares as you may determine). The Company and the each Selling Stockholder Shareholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the UnderwritersRepresentatives, it will not, during the period ending 60 180 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. 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 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 Selling Stockholder at $[ [*] a share (the "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 I hereto opposite the name of such Underwriter bears to the 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 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 [ ] 1,800,000 Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Transocean Parties hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will notwixx xxx, during xxxxxx the period ending 60 155 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 Transocean to the holders of its ordinary shares by means of a distribution or exchange offeroffer in a transaction intended to qualify as a tax-free distribution under Section 355 of the Internal Revenue Code, as amended, or any corresponding provision of any successor statute, (v) any issuance of Common Stock or other securities pursuant to Transocean's subscription rights described in the Prospectus, (vi) grants of Common Stock or other securities pursuant to employee benefit plans described in the Prospectus or Prospectus, (vivii) private sales by the Selling Stockholder Transocean Parties of Common Stock or other securities in which the purchaser agrees to be bound by the restrictions contained in the preceding paragraph, (viii) the reclassification of shares of the Company's common stock into Class B Common Stock as described in the -9- Prospectus or (ix) the exchange of the Company's notes payable to Transocean for newly issued shares of Common Stock, as described in the Prospectus. In addition, the Company each Transocean Party agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will notwixx xxx, during xxxxxx the period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to 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 Selling Stockholder 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 Selling Stockholder Shareholder at $[ ] - a share (the "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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 [ ] - Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the The Selling Stockholder Shareholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, that it will not, during the period ending 60 180 days after the date of the Prospectus and the Company agrees that it will not during the period ending 90 days after the date of the Prospectus, in each case, without the prior written consent of Morgan Stanley & Co. Incorporated on xxxxxx xx xxx 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; 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 (iA) the SharesShares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (iii) transactions by Prospectus or the grant or exercise of an option under any person other than benefit plan of the Company relating to shares of Common Stock or other securities acquired described in open market transactions after the completion of Prospectus; (C) the offering of issuance by the Shares, (iv) any distribution Company of shares of Common Stock by (and the Selling Stockholder to the holders of its ordinary shares by means filing of a distribution or exchange offer, (vregistration statement with respect to such an issuance) grants in connection with the acquisition of Common Stock or interests in other securities pursuant to employee benefit plans described companies; provided that the recipients of the shares agree in the Prospectus or (vi) private sales by the Selling Stockholder of Common Stock or other securities in which the purchaser agrees writing to be bound by the restrictions contained 90-day lock-up described above, (D) the sale or transfer by the Selling Shareholder to one or more third parties, provided that the recipients of the shares agree in writing to be bound by the preceding paragraph180-day lock-up described above or (E) the sale by the Selling Shareholder of shares of Common Stock to the Company. In addition, the Company Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the xxxxxx xx xxx Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ______ a share (the "PURCHASE PRICEPurchase 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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 938,333 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 180 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; 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 foregoing sentence shall not apply to (iA) the SharesShares to be sold hereunder, (iiB) 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, writing (iiiC) 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, Shares (ivD) any distribution the issuance or grant of options to purchase shares of Common Stock by the Selling Stockholder pursuant to the holders Company's stock option plans existing on the date of its ordinary consummation of the offering or (E) any such transaction described in clause (i) or (ii) above involving the issuance or grant of Common Stock, options, rights, warrants to purchase or any securities convertible into Common Stock which in the aggregate equals 25% or more of the shares by means of a distribution or exchange offer, (v) grants of Common Stock outstanding as of the date immediately following the closing of the public offering of the Shares (the "Permitted Transfer"); provided, however, that the Company may engage in a Permitted Transfer only if (1) the Company provides Morgxx Xxxnxxx xxxh written notice of such Permitted Transfer 72 hours prior to the earlier of (x) entering into any commitment, obligation or other arrangement to enter into such Permitted Transfer or (y) the issuance or grant of any Common Stock, options, rights, warrants to purchase or any securities convertible into Common Stock pursuant to employee benefit plans described a Permitted Transfer and (2) as a condition to the consummation of the Permitted Transfer, all recipients of any Common Stock, options, rights, warrants to purchase or securities convertible into Common Stock pursuant to such Permitted Transfer have entered into a "lockup agreement" substantially in the Prospectus or (vi) private sales by the Selling Stockholder form of Common Stock or other securities in which the purchaser agrees to be bound by the restrictions contained in the preceding paragraph. Exhibit A. In addition, the Company Selling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx Morgxx Xxxnxxx & Co. Xo. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to 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 Selling Stockholder 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 Selling Stockholder Company at $[ ] a share (the "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 purchase price set forth in Schedule I hereto (the “Purchase Price”) the respective numbers of Firm Units set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company 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, as applicable, in Schedule I at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per security 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 this Agreement. This right may be exercised in respect of: (i) Additional Units at the Purchase Price; or (ii) Additional Shares at a price of $4.7729 per Additional Share; or (iii) Additional Warrants at a price of $0.4541 per Additional Warrant; or (iv) any combination of Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may be issued does not exceed 3,000,000 Additional Shares and 1,500,000 Additional Warrants. Any exercise notice shall specify the number of Additional Units, Additional Shares and Additional Warrants 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 two business day days after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Units, Additional Shares and Additional Warrants may be purchased as provided in Section 5 2 hereof solely for the purpose of covering over-allotments made sales of Units in connection with excess of the offering number of the Firm SharesUnits. 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 Units, Additional Shares and Additional Warrants, as applicable (subject to such adjustments to eliminate fractional shares securities as you may determine) that bears the same proportion to the total number of Additional Units, Additional Shares and Additional Warrants to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I II 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 StockUnits.

Agreements to Sell and Purchase. The Each Selling Stockholder 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 contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the such Selling Stockholder at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Selling Stockholder Stockhholder as the number of Firm Shares set forth in Schedule I hereto under the column titled “Number of Firm Shares To Be Purchased” opposite the name of such Underwriter bears to the 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 each Selling Stockholder agrees to sell to the Underwriters the Additional SharesStockholder, severally and not jointly, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, with each such Selling Stockholder selling not more than the amount set forth opposite such Selling Stockholder’s name in Scheule II hereto under the column “Number of Additional Shares to be Sold,” 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shareshereof. 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company On each Option Closing Date, each Selling Stockholder, severally and the Selling Stockholder hereby not jointly, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of to sell to the Underwriters, it will notthe respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, during the period ending 60 days after numerator of which is the date number of Shares set forth next to such Selling Stockholder’s name in Schedule II hereto under 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 column “Number 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 Additional Shares to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in Sold” and 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 denominator of which is the Underwriters have been advised in writing, maximum number of Additional Shares (iiisubject to such adjustments to eliminate fractional shares as you may determine) 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 be sold 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 StockStockholders.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly, up to [ ] the Additional Shares 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the 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 60 180 days after the date of the Prospectus, (i1) 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 other securities convertible into or exercisable or exchangeable for Common Stock; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 registration statements on Form S-8 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Time of Sale Prospectus. The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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 hereof, provided that such option, warrant or security is identified in the Time of which the Underwriters have been advised in writingSale Prospectus, (iiic) transactions the issuance by any person other than the Company relating to shares of Common Stock or other securities acquired convertible into or exercisable for shares of Common Stock pursuant to the Company Stock Plans, provided that such Company Stock Plans are described in open market transactions after the Time of Sale Prospectus, (d) the entry into an agreement providing for the issuance by the Company of shares of Class A Common Stock or any security convertible into or exercisable for shares of Class A Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement and (e) the entry into an agreement providing for the issuance of shares of Class A Common Stock or any security convertible into or exercisable for shares of Class A Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (d) and (e), the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (d) and (e) shall not exceed 10% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the offering of the Sharestransactions contemplated by this agreement; and provided further, (iv) that any distribution of shares of Common Stock by the Selling Stockholder such securities issued pursuant thereto shall be subject to the holders of its ordinary shares by means of a distribution or exchange offer, (v) grants of Common Stock or other securities pursuant transfer restrictions substantially similar 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 those contained in Exhibit A, and the preceding paragraph. In additionCompany shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees that, it will not waive or amend without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters. 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 not, release earnings results during the 16-day period ending 60 days after beginning on the date last day of the Prospectus180-day period, file 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 Xxxxxx Xxxxxxx & Co. Incorporated of any registration statement with respect earnings release, news or event that may give rise to any shares an extension of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockthe initial 180-day restricted period.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ ] Additional Shares 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the 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 60 180 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) 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 SEC relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (except for the filing of a registration statement on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect as of the date of this Agreement) or (4) publicly announce the intent to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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 provided that such option, warrant or security is identified in the Time of which the Underwriters have been advised in writingSale Prospectus, (iiic) transactions the issuance 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 convertible into or exercisable for shares of Common Stock by the Selling Stockholder pursuant to the holders of its ordinary shares by means of a distribution or exchange offer, (v) grants of Common Company Stock or other securities pursuant to employee benefit plans Plans provided that such Company Stock Plans are described in the Prospectus or Time of Sale Prospectus, (vid) private sales the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, (e) the issuance by the Selling Stockholder of Common Stock Company or other securities in which entry into an agreement providing for the purchaser agrees to be bound issuance 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 shares of Common StockStock in connection with mergers or acquisitions (irrespective of whether in the form of an acquisition of securities, businesses, properties, technologies or assets) by or with the Company or any of its subsidiaries or pursuant to an employee benefit plan assumed by the Company in connection with such merger or acquisition, and the issuance of any such securities pursuant to any such agreement, or (f) the issuance by the Company or entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic partnership or collaboration, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (e) and (f), the number of shares of Common Stock issued or issuable pursuant to such clauses (e) and (f) shall not, in the aggregate, exceed 5% of the number of Shares of Common Stock outstanding immediately after the Closing Date. 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 Xxxxxx Xxxxxxx 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 Subject to such adjustments as you may determine to avoid fractional shares, each of the Selling Stockholder hereby agrees Shareholders agrees, subject to all the terms and conditions set forth herein, to sell to the several Underwriters, and each Underwriterrespective Underwriters the number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule I hereto and, upon the basis of the representations representations, warranties and warranties agreements of the Sellers herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder Shareholder, at $[ ] a purchase price of $ per share (the "PURCHASE PRICEpurchase price per share"), the that number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the number of Firm Shares to be sold by set forth opposite the name of such Selling Stockholder Shareholder in Schedule I hereto as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm SharesShares to be sold by the Selling Shareholders. On Each of the Selling Shareholders listed in Schedule I hereto also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Sellers herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from the Selling Shareholders listed in Schedule I hereto, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. You purchase price per share, pursuant to an option (the "over-allotment option") which may exercise this right on behalf of the Underwriters in whole or be exercised at any time and from time to time in part by giving written notice of each election prior to exercise 9:00 p.m., New York City time, on the option not later than 30 days 30th day after the date of this Agreement. Any exercise notice the Prospectus (or, if such 30th day shall specify be a Saturday or Sunday or a holiday, on the number next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 480,000 Additional Shares to be purchased by from the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one 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 noticeSelling Shareholders listed in Schedule I hereto. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering to cover over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")Upon any exercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Selling Shareholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine in order to avoid fractional shares) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the total aggregate number of Firm Shares. Each Certificates in transferable form for the Shares that each of the Company Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with [_______] (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholder hereby Shareholders appointing [_______] and [_______] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder agrees that, without that (i) the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests 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 Company and each 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 SharesSelling Shareholder, (ii) the issuance arrangements made by the Company of shares of Common Stock upon Selling Shareholders for such custody are, except as specifically provided in 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 writingCustody Agreement, irrevocable and (iii) transactions the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any person act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other than event. If any Selling Shareholder shall die or be incapacitated or if any other event shall occur before the Company relating delivery of the shares hereunder, certificates for the Shares to shares be sold by such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of Common Stock this Agreement and the Custody Agreement as if such death or incapacity or other securities acquired in open market transactions after event had not occurred, regardless of whether or not the completion Attorneys-in-Fact or any Underwriter shall have received notice of the offering of the Sharessuch death, (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 incapacity 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 paragraphevent. In additionEach Attorney-in-Fact represents that he is authorized, 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 each of the ProspectusSelling Shareholders, file to execute this Agreement and any registration statement other documents necessary or desirable in connection with respect the sale and public offering of such Shares, to any shares of Common Stock distribute the balance thereof to such Selling Shareholder, and to take such other actions as may be necessary or any security convertible into or exercisable or exchangeable for Common Stockdesirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Shareholder at $[ ] 27.75 a share (the "PURCHASE PRICE"), “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 Shareholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ ] 2,100,000 Additional Shares at the Purchase Price, provided, however, 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 this 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 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 5 4 hereof solely for the purpose of covering over-allotments made sales of shares in connection with the offering excess of the number of 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 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ [—] a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Participating Selling Stockholder agrees 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 [ [—] Additional Shares from the Participating Selling Stockholders, in the respective amounts as 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each On each Option Closing Date, each Participating Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters, the respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth next to each Participating Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto and (b) the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by the Participating Selling Stockholders. The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 sentence shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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, (iiic) the issuance of any option or security issuable under the Company’s 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Equity Plans”) or the filing of a registration statement on Form S-8 with respect to the Equity Plans or (d) the issuance, sale or entry into an agreement to issue or sell shares of common stock in connection with a strategic transaction, including the Company’s acquisition of one or more businesses, products or technology (by means of stock or asset purchase, merger or otherwise); provided the aggregate number of shares the Company may issue pursuant to this subsection (d) shall not exceed 10% of the total number of shares of Common Stock on the completion of the transactions contemplated by this Agreement and provided that any recipient or outstanding shares issued pursuant to this subsection (d) shall execute a lock-up agreement, in substantially the form of Exhibit A hereto. The Company also agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, release any holder of Company securities from the transfer restrictions contained in any agreement to which the Company is a party with respect to any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such holder or any other securities so owned convertible into or exercisable or exchangeable for Common Stock. Each of the Significant Selling Stockholders hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period commencing on the date hereof and 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 Exchange Act) by it 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. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (b) transactions by any person other than the Company a Significant Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (ivprovided that no filing under Section 16(a) any distribution of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution Exchange Act shall be required or exchange offer, (v) grants shall be voluntarily made in connection with subsequent sales of Common Stock or other securities pursuant to employee benefit plans described acquired in the Prospectus or such open market transactions, (vic) private sales transfers by the a Significant Selling Stockholder of shares of Common Stock or other securities in which the purchaser agrees any security convertible into Common Stock as a bona fide gift, or (d) distributions by a Significant Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to be bound by the restrictions contained in the preceding paragraph. In additionaffiliates, the Company agrees thatsubsidiaries, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf limited partners, general partners, members or stockholders of the UnderwritersSignificant Selling Stockholder, it will not, during the period ending 60 days after the date (e) transfers 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.Stock by will or intestate succession to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the Significant Selling Stockholder or members of the Significant Selling Stockholder’s immediate family; provided that

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ______ a share (the "PURCHASE PRICEPurchase 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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder [Company agrees to to] sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] _______________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller 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 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; 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 foregoing sentence shall not apply to (iA) the SharesShares to be sold hereunder, (iiB) 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, writing or (iiiC) 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 each Selling Stockholder, 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 90 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ______ a share (the "PURCHASE PRICEPurchase 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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to sell to the Underwriters the Company Additional SharesShares and certain Selling Stockholders (the "Option Stockholders") agree to sell to the Underwriters the number of Additional Shares set forth with respect to such Selling Stockholder on Schedule I hereto, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 600,000 Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller 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 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; 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 foregoing sentence shall not apply to (iA) the SharesShares to be sold hereunder, (iiB) 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 which is described in the Prospectus or of which the Underwriters have otherwise been advised in writing, (iiiC) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's employee benefit plans as in existence on the date of this Agreement, (D) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock in connection with the acquisition of AnyTime Access, Inc. by the Company or (E) 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 each Selling Stockholder, 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 90 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Company hereby represents and warrants that, during the period ending 90 days after the date of the Prospectus, it will not release any of its officers, directors or other stockholders, including stockholders of the Company by virtue of the acquisition of AnyTime Access, Inc., from any lock-up agreements currently existing or hereafter effected without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "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 respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 this Agreementthe Prospectus. 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder agrees Stockholders, severally and not jointly, hereby agree to sell to the Underwriters the number of Additional SharesShares set forth on Schedule I hereto opposite the name of such Selling Stockholder, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 60 90 days after the date of the Prospectus, Prospectus (ithe “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 , (ii2) 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 (i1) or (ii2) 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) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (b) transfers of shares of Common Stock or any security convertible into Common Stock (i) to an immediate family member (defined as a person related to a Selling Stockholder by any relationship by blood, marriage, domestic partnership or adoption no more remote than a first cousin) of such Selling Stockholder, (ii) by will, other testamentary document or intestate succession, (iii) to any trust or partnership for the direct or indirect benefit of a Selling Stockholder or an immediate family member of such Selling Stockholder, (iv) if the Selling Stockholder is a trust, to a trustor or beneficiary of the trust, or (v) not involving a change in beneficial ownership; (c) transactions relating to shares of Common Stock or other securities sold to the Underwriters pursuant to this Agreement; (d) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the public offering of the Shares; (e) transfers or distributions of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including current partners, members, managers, stockholders or other principals (or to the estates of any of such persons) of such Selling Stockholder, or transfers or distributions of shares of Common Stock or any security convertible into Common Stock to a person or entity controlled by, controlling or under common control or management with the Selling Stockholder or to the partners, members, managers, stockholders or other principals of such person or entity (or to the estates of any of such persons); (f) transfers to the Company of shares of Common Stock or any security convertible into or exercisable for Common Stock in connection with (i) the Sharestermination of service of an employee or other service provider pursuant to agreements that provide the Company with an option to repurchase such shares, or (ii) agreements that provide the Company with a right of first refusal with respect to transfers of such shares; (g) transfers of shares of Common Stock or any security convertible into Common Stock to the Company in connection with the exercise of options or warrants, including on a “cashless” basis, or for the purpose of satisfying any tax or other governmental withholding obligation solely in connection with a transaction exempt from Section 16(b) of the Exchange Act; (h) 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 Restricted Period and, other than disclosure in the Prospectus, no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Selling Stockholder or the Company except if 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; provided that in the case of any transfer or distribution pursuant to clause (a), (b) or (e), (i) each donee, distributee or transferee shall sign and deliver a letter substantially in the form of Exhibit A hereto, and (ii) any such transfer or disposition shall not involve a disposition for value; and provided further that in the case of any transfer or distribution pursuant to clause (a), (b), (d), (e), (f), (g), or (h), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period (other than a Form 5 made when required after the expiration of the Restricted Period); (i) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or in connection with the vesting of restricted stock units, or the conversion of a security security, in each case outstanding on the date hereof of which the Underwriters have been advised in writing, ; (iiij) transactions the grant or issuance by any person other than the Company relating of employee, consultant or director stock options or restricted stock or restricted stock units or Common Stock under stock plans described in the Registration Statement, the Time of Sale Prospectus or Prospectus, provided that in the case of each such grant or issuance, such stock options, restricted stock or restricted stock units shall be subject to the Company’s standard vesting terms and a condition that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock Stock, shall be required or shall be voluntarily made during the Restricted Period (other securities acquired in open market transactions than a Form 5 made when required after the completion expiration of the Restricted Period); (k) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the Sharesterms of a plan described in the Registration Statement, the Time of Sale Prospectus or Prospectus, or (ivl) any distribution the issuance by the Company of shares of Common Stock by in an amount up to 8% of the Selling Stockholder to the holders of its ordinary Company’s outstanding shares by means of a distribution or exchange offer, (v) grants of Common Stock in connection with a merger, acquisition, strategic commercial arrangement or other securities similar transaction, provided that in the case of any transfer or distribution pursuant to employee benefit plans described this clause (l), each distributee shall sign and deliver a lock-up letter substantially in either the Prospectus or (vi) private sales by the Selling Stockholder form of Common Stock or other securities in which the purchaser agrees to be bound by the restrictions contained in the preceding paragraph. Exhibit A. In addition, the Company each Selling Stockholder, agrees that, without the prior written consent of Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC, together on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the ProspectusRestricted Period, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each 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 such Selling Stockholder except in compliance with the foregoing restrictions. If Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] 35.6125 a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Selling Stockholder Stockholders, severally and not jointly, hereby agrees to sell to the Underwriters the number of Additional SharesShares set forth on Schedule I hereto opposite the name of such Selling Stockholder, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 902,794 Additional Shares 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 this 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 two business day days (or fewer if agreed to by the Company and Deutsche Bank) 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Deutsche Bank Securities Inc. (“Deutsche Bank”) and X.X. Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. Securities LLC (“XX Xxxxxx”) on behalf of the Underwriters, it will not, during the period ending 60 45 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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) transactions relating to shares of Common Stock or other securities acquired after the Closing Date in open market transactions; (b) transactions relating to shares of Common Stock or other securities sold pursuant to this Agreement on the Closing Date or any Option Closing Date; (c) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (d) transfers of shares of Common Stock or any security convertible into Common Stock by will or intestate succession or to any trust or partnership for the direct or indirect benefit of a Selling Stockholder or immediate family of such Selling Stockholder; (e) (i) distributions or transfers of shares of Common Stock or any security convertible into Common Stock to affiliates of a Selling Stockholder, including partners, members or stockholders of such Selling Stockholder; or (ii) distributions or transfers of shares of Common Stock or any security convertible into Common Stock to a person or entity controlled by, controlling or under common control or investment management with such Selling Stockholder or to the Shareslimited partners, general partners, members, stockholders or other principals of such Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (c), (iid) or (e), (A) each donee, distributee or transferee shall sign and deliver a lock-up letter substantially in the form of Exhibit A-1 hereto, and (B) any such transfer or distribution pursuant to clause (c), (d), or (e) shall not involve a disposition for value; (f) the disposition of shares of Common Stock to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due or transfers to the Company in connection with the exercise of options or warrants; (g) transfers to the Company of shares of Common Stock, restricted stock units or any security convertible into or exercisable or exchangeable for Common Stock in connection with (A) termination of employment or other termination of a service provider and pursuant to agreements wherein the Company has the option to repurchase such shares, or (B) agreements wherein the Company has a right of first refusal with respect to transfers of such shares; (h) 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 restricted period referred to above and, other than disclosure in the Prospectus, no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of a Selling Stockholder or the Company; and provided further that in the case of any transfer or distribution pursuant to clause (a), (c), (d), (e), (f), (g) or (h) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to above (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration date of the restricted period referred to above); (i) transfers of shares of Common Stock pursuant to any trading plan pursuant to Rule 10b5-1 under the Exchange Act currently in effect, provided that any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock in connection with any transfer pursuant to such a trading plan that is filed during the restricted period referred to above shall specify that such transfer was in connection with such a trading plan; (j) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or in connection with the vesting of restricted stock units, or the conversion of a security outstanding security; (k) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof of which hereof; (l) the Underwriters have been advised in writing, (iii) transactions issuance 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 in an amount up to 8% of the Selling Stockholder to the holders of its ordinary Company’s outstanding shares by means of a distribution or exchange offer, (v) grants of Common Stock in connection with a merger, acquisition, strategic commercial arrangement or other securities similar transaction, provided that in the case of any transfer or distribution pursuant to employee benefit this clause (m), each distributee shall sign and deliver a lock-up letter substantially in the form of Exhibit A-1 hereto; and (n) the grant or issuance by the Company of employee, consultant or director stock options or restricted stock or restricted stock units under stock plans described in the Registration Statement, the Time of Sale 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 paragraphProspectus. In addition, the Company each Selling Stockholder, agrees that, without the prior written consent of Deutsche Bank and XX Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 45 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each 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 such Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Selling Stockholder 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 herein stated, agrees, severally and not jointly, to purchase from the Selling Stockholder such Seller at $[ ] ______ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 each Selling Stockholder Shareholder, severally and not jointly, agrees to sell to the Underwriters the Additional SharesShares to be sold by such Selling Shareholder as described below, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 3,225,000 Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On each Option Closing Date, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the respective number of Additional Shares obtained by multiplying the number of Shares specified in the exercise notice by a fraction (a) the numerator of which is the number of Shares set forth next to such Selling Shareholder’s name under “Number of Additional Shares to Be Sold” on Schedule I hereto in the case of each Selling Shareholder and (b) the denominator of which is the total number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine). Each of the Company and the Selling Stockholder Seller 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 60 180 days after the date of the ProspectusProspectus (or such later date specified in the second 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, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; , (ii) 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 (other than registration statement(s) on Form S-8 to register securities for issuance pursuant to the Company’s 2004 Omnibus Stock Plan described in the Prospectus) or (iiiii) 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 (iiiii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. 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 180 days after the date of the Prospectus (or such later date specified in the second succeeding paragraph), 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 restrictions contained in the preceding paragraph shall not apply to (iA) the SharesShares to be sold hereunder, (iiB) 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, provided that each recipient of such shares during the restricted period referred to in the immediately preceding paragraph shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (iiiC) the issuance by the Company of shares or options to purchase shares of the Common Stock, pursuant solely to the Company’s 2004 Omnibus Stock Plan described in the Prospectus, provided that each recipient of such shares, or of shares issued upon exercise of such options, during the restrictive period referred to in the immediately preceding paragraph, shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (D) the issuance by the Company of shares of Common Stock, in exchange for the membership interests of Church & Commerce, LLC and two airplanes owned by Wyoming Associates, Inc. as described in the Prospectus under the caption “Certain Relationships and Related Party Transactions”, provided that each recipient of such shares shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (E) transactions by any person other than the Company or Selling Shareholders relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (ivF) any distribution 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 immediately preceding paragraph, (G) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or for no consideration, (H) transfers of shares of Common Stock to any trust for the direct or indirect benefit of the Selling Shareholder or an immediate family of the Selling Shareholder or from any trust to a beneficiary of such trust, (I) transfers of shares of Common Stock if the Selling Shareholder is a corporation, partnership, limited liability company, association or other entity, the Selling Shareholder may transfer the shares of Common Stock held by the Selling Stockholder Shareholder to the holders any of its ordinary shares by means (w) stockholders, (x) subsidiaries, (y) affiliates or (z) in the case of a distribution partnership, any of the partners of such partnership or exchange offer, any of the partners of the general partner of such partnership or (vJ) grants transfers of shares of Common Stock or other securities with the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters; provided that (i) in the case of any transfer pursuant to employee benefit plans described clause (G), (H) or (I), in each case each donee, recipient or transferee shall sign and deliver a lock-up letter substantially in the Prospectus form of Exhibit A hereto and; (ii) in the case of any transfer pursuant to clause (H) or (vi) private sales by the Selling Stockholder of Common Stock or other securities I), in which the purchaser agrees to be bound by the restrictions contained in the preceding paragrapheach case such transfer shall not involve a disposition for value. In addition, the Company each Selling Shareholder, 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 60 180 days after the date of the Prospectus, file make any registration statement 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. 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 above 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 issue and sell Shares, and each Selling Stockholder Stockholder, severally and not jointly, hereby agrees to sell the number of Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, 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 and each Selling Stockholder at $[ ] a share (the "PURCHASE PRICE"), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you Xxxxx may determine) set forth opposite the name of such Underwriter set forth in Schedule II hereto that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder each such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On Moreover, the Company hereby agrees to issue and sell up to Additional Shares to the Underwriters at the Purchase Price 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 Selling Stockholder 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 Additional Shares at the Purchase Price. You Xxxxx 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 this 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 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 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering 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 Xxxxx 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 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 Selling Stockholder 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 Selling Stockholder Company at $[ ] 4.275 a share (the "PURCHASE PRICE"), “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 respective numbers of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Sharesits name. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 [ ] 3,675,000 Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees thatthat it will not, without the prior written consent of Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 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; 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 (iA) the SharesShares to be sold hereunder, (iiB) the grant or award of stock options, performance shares or other stock-based compensation under the Company’s Amended and Restated 1996 Stock Incentive Plan as in effect on the date hereof, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security or upon the vesting of performance shares or restricted stock 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 and disclosed in the Time of Sale 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICEPurchase 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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 and the Selling Stockholder agrees agree to sell sell, on a pro rata basis based on the number of Firm Shares sold by them, to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 990,000 Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this AgreementAgreement to the Company and the Selling Stockholder. 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 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 5 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATEOption 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller 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 commencing on the date hereof and ending 60 180 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; , (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 (iiiii) 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 (iiiii) 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 180-day restricted period the Company issues a earnings release or discloses 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 letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, the disclosure of the material news or the occurrence of the material event. The restrictions contained set forth in the preceding this paragraph shall not apply to (iA) the Shares, Shares to be sold hereunder or (iiB) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security that is described in the Prospectus and is outstanding on the date hereof hereof, or (C) the grant of which options or 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 issuance of shares of Common Stock by the Selling Stockholder Company to employees, officers, directors, advisors or consultants of the holders of its ordinary shares by means of a distribution or exchange offer, (v) grants of Common Stock or other securities Company 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 paragraphProspectus. In addition, the Company Selling Stockholder, 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 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to 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 Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "PURCHASE PRICE"), the number principal amount 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 Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to in Schedule I hereto at ____% of the total number of Firm Sharesprincipal amount thereof (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Selling Stockholder Company agrees to issue and sell up to the Underwriters all of the Additional Shares, Securities and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] all of the Additional Shares Securities from the Company at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 Securities may be purchased (in integral multiples of $1,000), as provided for in Section 5 hereof 4 hereof, solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesSecurities. On each dayThe Underwriters may exercise their right to purchase Additional Securities in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. The Representatives shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate amount of Additional Securities to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares Securities are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agreesUnderwriter, 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 Securities which bears the same proportion to the total number amount of Additional Shares Securities to be purchased on such Option Closing Date as the number amount of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number amount of Firm SharesSecurities. Each of the 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, 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, 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; Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of the any Common Stock, Stock (regardless of whether any such transaction of the transactions described in clause (i) or (ii) above is to be settled by the delivery of Common Stock 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 Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. The restrictions contained in Notwithstanding the preceding paragraph shall not apply to foregoing, during such period (i) the SharesCompany may grant stock options pursuant to the Company's stock option and stock ownership plans existing on the date hereof, (ii) the issuance by the Company of 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 of which the Underwriters have been advised in writinghereof, (iii) transactions by any person other than the Company relating to May & Xxxx, Inc. Employee Stock Ownership Plan (the "ESOP") may distribute shares of Common Stock to participants or other securities acquired in open market transactions after the completion beneficiaries of the offering ESOP, and/or may sell, contract to sell or otherwise dispose of the Shares, (iv) any distribution of shares of Common Stock by in order to make cash distributions to participants or beneficiaries of the ESOP, in accordance with the terms of the plan and trust documents governing the ESOP, and (iv) Selling Stockholder to the holders of its ordinary Stockholders who are individuals may transfer shares by means of a distribution or exchange offer, (v) grants of Common Stock to members of their immediate family or other securities pursuant to employee trusts for the benefit plans described of such Selling Stockholders or trusts for the benefit of members of their immediate family, provided such transferees agree in the Prospectus or (vi) private sales by the Selling Stockholder of Common Stock or other securities in which the purchaser agrees writing to be bound by the transfer restrictions contained in the preceding paragraphset forth herein. In addition, the The Company also 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, not to file any registration statement with respect to any shares of Common Stock or any security securities convertible into or exercisable or exchangeable for Common Stock (other than a registration statement on Form S-8 relating to the Company's stock option plans currently in effect) for a period of 90 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. The Company shall, prior to or concurrently with the execution of this Agreement, deliver an agreement executed by (i) each Selling Stockholder and (ii) each of the directors and officers of the Company who is not a Selling Stockholder to the effect that such person will not, during the period commencing on the date such person signs such agreement and ending 180 days after the date of the Prospectus (with respect to the Selling Stockholders) and ending 90 days after the date of the Prospectus (with respect to each of the directors and officers who is not a Selling Stockholder), without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, (A) engage in any of the transactions described in the first sentence of this paragraph or (B) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

Agreements to Sell and Purchase. The Each Selling Stockholder 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 contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the such Selling Stockholder at $[ ] 7.4134 a share (the "PURCHASE PRICE"), “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 such Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 each Selling Stockholder Stockholder, severally and not jointly, agrees to sell to the several Underwriters up to the number of Additional SharesShares set forth opposite such Selling Stockholder’s name in Schedule I hereto, and the Underwriters each Underwriter shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares from the Selling Stockholders at the Purchase PricePrice up to the number of Additional Shares set forth in Schedule II opposite the name of such Underwriter, 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")“Option Closing Date”) (i) each Selling Stockholder, severally and not jointly, agrees to sell to the several Underwriters, a 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 Additional Shares set forth in Schedule II hereto opposite the name of such Selling Stockholder bears to the total number of Additional Shares, and (ii) each Underwriter agrees, severally and not jointly, to purchase from the several Selling Stockholders, 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 Additional Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Additional Shares. Each of the Company and the each Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC (“Mxxxxx Sxxxxxx”) on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) 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, (iiic) transactions by any person other than the Company a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (ivprovided that no filing under Section 16(a) any distribution of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution Exchange Act shall be required or exchange offer, (v) grants shall be voluntarily made in connection with subsequent sales of Common Stock or other securities pursuant to employee benefit plans described acquired in the Prospectus or such open market transactions, (vid) private sales transfers by the a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the Selling Stockholder, (f) the offer or issuance by the Company of shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock in which connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction, provided that, the aggregate number of shares of Common Stock offered or issued pursuant to this clause (f) shall not exceed 7.5% of the total number of outstanding shares of Common Stock issued and outstanding as of the date of this Agreement, or (g) grants or issuances of securities pursuant to awards under the Company’s 2016 Long-Term Incentive Plan, Second Long-Term Incentive Plan, Employee Stock Purchase Plan or any other incentive compensation plan of the Company in effect as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (d), (e) or (f), (i) each donee, distributee, purchaser agrees to be bound by or recipient shall enter into a written agreement accepting the restrictions contained set forth in the preceding paragraphparagraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period, (h) 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 Selling Stockholder or 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, or (i) the negotiation and/or execution of any definitive agreement by the Company in connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction pursuant to which the Company is, or may be, required to issue any shares of its Common Stock, provided that (i) the consummation of such acquisition, merger or similar transaction is subject to a condition that such acquisition, merger or similar transaction shall be put to a vote of the holders of the Company’s capital stock entitled to vote generally in the election of the Company’s directors and shall be approved by a majority of the votes cast by such holders and (ii) such agreement does not provide for the issuance, transfer or disposition, directly or indirectly, of any shares of Common Stock during the Restricted Period. In addition, the Company each Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the ProspectusRestricted Period, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each 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 such Selling Stockholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "PURCHASE PRICE"), the number respective numbers 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 ADSs set forth in Schedule I II hereto opposite its name at $[•] an ADS (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares ADSs at the Purchase Price. You No dividends shall be declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. 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 this 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 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 this Section 5 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs 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 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 I II 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 StockADSs.

Agreements to Sell and Purchase. The Selling Stockholder Each Seller, on the terms and subject to the conditions stated herein, 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 Selling Stockholder such Seller at $[ ] a share US$ per ADS (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you the Representative may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by the Selling Stockholder such Seller as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the a Selling Stockholder Shareholder agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,800,000 Additional Shares ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per ADS equal to any dividends declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs 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 ADSs (subject to such adjustments to eliminate fractional shares ADSs 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representative on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, (i1) 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 Ordinary Shares, ADSs or any securities convertible into or exercisable or exchangeable for Common Stock; Ordinary Shares or ADSs or (ii2) 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 StockOrdinary Shares or ADSs, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock Ordinary, ADSs or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, or (4) publicly disclose the intention to make any such offer, pledge, sale or disposition, or enter into any such transaction, swap, hedge or other arrangement, or file any such registration statement. The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesOffered Shares represented by ADSs to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock Ordinary Shares 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, (iiic) the issuance of Ordinary Shares or the grant of options to purchase Ordinary Shares under any equity incentive plan, (d) transactions by any person other than the Company a Selling Shareholder relating to shares of Common Stock Ordinary Shares, ADSs or other securities acquired in open market transactions after the completion of the offering of the Offered ADSs, provided that no filing under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary 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 ADSs or other securities acquired in such open market transactions, (e) transfers by a Selling Shareholder of Ordinary Shares or ADSs as a bona fide gift, or (f) distribution by a Selling Shareholder of Ordinary Shares or ADSs to limited partners or shareholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to employee benefit plans described in the Prospectus clause (e) or (vif), (i) private sales by the Selling Stockholder of Common Stock each donee or other securities in which the purchaser agrees to be bound by distributee shall enter into a written agreement accepting the restrictions contained set forth in the preceding paragraphparagraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares or ADSs, shall be required or shall voluntarily made in respect of the transfer or distribution during the 180-day restricted period. In addition, the Company each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representative on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock Ordinary Shares, ADSs or any security convertible into or exercisable or exchangeable for Common StockOrdinary Shares or ADSs. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent, registrar and Depositary against the transfer of any Ordinary Shares or ADSs held by such Selling Shareholder except in compliance with the foregoing restrictions. 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 Representative 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] a share $ per ADS (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares Securities to be sold by the Selling Stockholder such Seller as the number of Firm Shares Securities set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company and certain Selling Stockholder agrees Shareholders as set out in Schedule I-2 hereto agree, severally and not jointly, to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 600,000 Additional Shares Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. 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 this 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 Securities are to be purchased. Each purchase date must be at least one 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 5 hereof solely for the purpose of covering over-allotments made sales of Securities in connection with excess of the offering number of the Firm SharesSecurities. On each day, if any, that Additional Shares Securities 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 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated International plc and Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 ADSs or Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of Common Stock the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common StockADSs or Ordinary Shares; or (ii2) 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 StockADSs or Ordinary Shares, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock ADSs or 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 (ia) the SharesSecurities to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock ADSs or Ordinary Shares 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, (iiic) transactions the grant by any person other than the Company relating of options under its existing stock option plans or (d) the establishment of a trading plan pursuant to shares Rule 10b5-1 under the Exchange Act for the transfer of Common Stock ADSs or other securities acquired in open market transactions after the completion of the offering of the Ordinary Shares, provided that (ivi) any distribution such plan does not provide for the transfer of shares of Common Stock by ADSs or Ordinary Shares during the Selling Stockholder Restricted Period and (ii) to the holders extent a public announcement or filing under the Exchange Act, if any, is required of its ordinary shares or voluntarily made 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 UnderwritersSelling Shareholder or the Company regarding the establishment of such plan, it will not, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the period ending 60 days after Restricted Period. Each Selling Shareholder consents to the date entry of stop transfer instructions with the Prospectus, file Company’s transfer agent and registrar against the transfer of any registration statement ADSs or Ordinary Shares held by such Selling Shareholder except in compliance with respect to any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stockthe foregoing restrictions.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ________ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ ] ________________ Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date (as defined in Section 5 hereof) nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, (x) with respect to the Company, during the period ending 90 days after the date of the Prospectus, and (y) with respect to the Selling Stockholder, 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; 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 (iA) the SharesShares to be sold hereunder, (iiB) the Convertible Notes to be sold pursuant to the Purchase Agreement and any shares of Common Stock issued upon conversion of any Convertible Notes, (C) 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 or (D) the granting of which the Underwriters have been advised in writingany options, (iii) transactions by any person other than the Company relating to deferred shares of Common Stock or other securities acquired equity awards under the Company’s equity incentive plans, so long as such options do not vest and become exercisable or such deferred shares or other awards do not vest, in open market transactions each case, in the absence of extraordinary events or occurrences beyond the control of the grantee or recipient, until after the completion expiration of the offering of the Sharessuch 90-day or 60-day period, (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 paragraphas applicable. In addition, the Company Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Shareholder further agrees that the Shares to be sold by the Selling Shareholder hereunder are subject to the interest of the Underwriters and that, except as otherwise set forth herein, the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law or the occurrence of any other event.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "PURCHASE PRICE"), the number respective principal amounts 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 Securities set forth in Schedule I II hereto opposite its name at a purchase price of $24.25 per Security (the name of such Underwriter bears to the total number of Firm Shares"Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 Additional Shares Securities or any portion of the aggregate principal amount of Additional Securities at the Purchase Price. 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 of each election to exercise the option Company not later than 30 days after the date of this Agreement, provided that this right may be exercised solely to cover over-allotments made in connection with the offering. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one 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 may ; provided, however, that if notice is received prior to the Closing Date, the purchase date will be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesClosing Date. On each day, if any, that Additional Shares Securities are to be purchased (each an "OPTION CLOSING DATEOption 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 the Manager 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 I II hereto opposite the name of such Underwriter bears to the total number principal amount 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 StockSecurities.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ [—] a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder agrees Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [—] Additional Shares at the Purchase Price, the Company issuing and selling not more than an additional [—] shares of its Class A Common Stock, and each Selling Stockholder selling not more than the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto; 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 sentence shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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, (iiic) transactions the filing by any person other than the Company relating of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus or (d) the sale or issuance of or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or other securities acquired in open market transactions after more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise); provided, that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 10% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the offering of the Sharestransactions contemplated by this agreement; and provided further, (iv) any distribution that each recipient of shares of Class A Common Stock by pursuant to this clause (d) shall execute a lock-up agreement substantially in the Selling Stockholder form of Exhibit A hereto. 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 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 Company occurs; or (vi2) private sales by prior to the Selling Stockholder expiration of Common Stock or other securities in which the purchaser agrees to be bound by the restrictions contained in the preceding paragraph. In addition180-day restricted period, the Company agrees thatannounces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, without the prior written consent restrictions imposed upon the Company 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 Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Deutsche Bank Securities Inc. on behalf of any earnings release, news or event that may give rise to an extension 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 Stockinitial 180-day restricted period.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] a share US$_____ per ADS (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares ADSs as you may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by the Selling Stockholder such Seller as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares ADSs at the 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 of each election to exercise the option Company and the Selling Shareholders not later than 30 days after the date of this 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 business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor ADSs or later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from each Seller 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 from each Seller on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representative on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the ProspectusProspectus (including any extension thereof pursuant to the paragraph below, the “Lock-Up Period”), (i1) 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 Shares, ADSs or any securities convertible into or exercisable or exchangeable for Common Stock; Shares or ADSs or (ii2) 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 StockShares or ADSs, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock Shares, ADSs or such other securities, in cash or otherwiseotherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common Shares or ADSs (other than the filing of a registration statement on Form S-8 in connection with the registration of Common Shares issuable under the Company’s existing share incentive plan). The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesSecurities to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of and which the Underwriters have been advised disclosed in writingthe Time of Sale Prospectus and the Prospectus (it being understood that any subsequent sale, transfer or disposition of any securities of the Company issued upon exercise of such options or grants shall be subject to the restrictions set forth in this Section 3), (c) transfers by a Selling Shareholder of Common Shares or ADSs or any security convertible into Common Shares or ADSs (i) to an immediate family member or a trust formed for the benefit of an immediate family member, (ii) as a bona fide gift or (iii) transactions through will or intestacy, (d) distributions by a Selling Shareholder of Common Shares, ADSs or any person security convertible into Common Shares or ADSs to general or limited partners, members, stockholders or affiliates of the Selling Shareholder, to any corporation, partnership, limited liability company or other than entity which controls the Company relating Selling Shareholder or, to entities under common control with the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (c) or (d), (i) each transferee, 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 Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Shares or ADSs, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period, or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock or other securities acquired in open market transactions after ADSs, provided that such plan does not provide for the completion of the offering of the Shares, (iv) any distribution of shares transfer of Common Stock by Shares or ADSs during 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 paragraph180-day restricted period. In addition, the Company each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representative on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock Shares, ADSs or any security convertible into or exercisable or exchangeable for Common StockShares or ADSs. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Common Shares or ADSs held by such Selling Shareholder except in compliance with the foregoing restrictions. 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 Representative 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 Selling Stockholder 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 Selling Stockholder Company at $[ US$[●] a share per ADS (the "PURCHASE PRICE"), “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 ADSs set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 [ ] 403,900 Additional Shares ADSs at the Purchase Price. 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 Company not later than 30 calendar days after the date of this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs 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 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 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 StockADSs.

Agreements to Sell and Purchase. The Selling Stockholder On the basis of the representations, warranties and agreements of the Company herein contained, and subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell [ ] Firm Shares and [ ] Firm Warrants to the several UnderwritersUnderwriter at a price of $[ ] per share and corresponding warrant (the “Purchase Price”), 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, herein set forth agrees to purchase from the Selling Stockholder Company at $[ ] a share (the "PURCHASE PRICE"), Purchase Price the number of Firm Shares (and Firm Warrants. Moreover, on the basis of the representations, warranties and agreements of the Company herein contained, and 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 terms and conditions set forth in Schedule I hereto opposite this Agreement, the name of such Underwriter bears Company hereby agrees to issue and sell up to [ ] Additional Shares and up to [ ] Additional Warrants to the total number of Firm Shares. On Underwriter at the Purchase Price, and the Underwriter, upon the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its terms and conditionsthe conditions herein set forth, the Selling Stockholder 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 [ ] purchase all or any portion of the Additional Shares and Additional Warrants at the Purchase Price. 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 of each election to exercise the option not later than 30 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares and Additional Warrants 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 business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor and the Firm Warrants or later than ten business days after the date of such notice. Additional Shares and Additional Warrants may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Each day, if any, that Additional Shares and Additional Warrants are to be purchased (pursuant hereto is 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 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 StockDate.”

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Fund the "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 respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [NUMBER OF ADDITIONAL SHARES] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the 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 45 days after the date of this 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 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 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder The Fund hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representatives on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, (i1) 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 Shares or any securities convertible into or exercisable or exchangeable for Common Stock; Shares or (ii2) 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 StockShares, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock Shares 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 otherwise or (vi3) 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 the Commission relating to the offering of any shares of Common Stock Shares or any security securities convertible into or exercisable or exchangeable for Common StockShares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund 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 in this clause 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 Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Each Selling Stockholder Shareholder hereby agrees agrees, severally and not jointly, to sell to the several UnderwritersUnderwriter the number of Firm Shares set forth in Schedule I hereto, 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 such Selling Stockholder Shareholder at $[ ] 18.56 a share (the "PURCHASE PRICE"), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine“Purchase Price”) 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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesII hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder agrees Shareholders agree to sell to the Underwriters Underwriter the Additional Shares, as and to the extent indicated in Schedule I hereto, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, up to [ ] 1,500,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per Ordinary 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 of each election to exercise the option not later than 30 days after the date of this 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 Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date (as defined below) or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each Each day, if any, that Additional Shares are to be purchased (is referred to hereinafter as an "OPTION CLOSING DATE")“Option Closing Date.” Any such election to purchase Additional Shares shall be made in proportion, with respect to each Underwriter agrees, severally and not jointlySelling Shareholder, to purchase the maximum number of Additional Shares to be sold by the Selling Shareholders as set forth in Schedule I hereto (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 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 Selling Stockholder 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 statedFund agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder Fund at a price per Share of $[ ] a share 10.00 (the "PURCHASE PRICEPurchase 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Fund further agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] _______ Additional Shares from the Fund at the 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Fund within __ days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, if anywhich date shall be a business day (i) no earlier than two business days after such notice has been given (and, that in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Fund the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Fund as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each For each of the Company Shares sold to the several Underwriters pursuant to this Agreement [(other than Shares purchased by certain employees of DLJ Investment Management Corp. (the "Investment Manager") or its affiliates from an Underwriter).] The Investment Manger (not the Fund) agrees to pay or cause to be paid to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation for its own account and the Selling Stockholder account of each Underwriter a fee equal to an amount computed by multiplying (A) $___, by (B) the sum of the number of Shares purchased by Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and each such Underwriter on the Closing Date and any Option Closing Date (as defined below in Section 4). The Fund 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, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock; Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of the any Common Stock, Shares (regardless of whether any such transaction of the transactions described in clause (i) or (ii) above is to be settled by the delivery of Common Stock Shares, or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply ), except 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 this Agreement or as described in the Prospectus or Prospectus, including the Fund's Automatic Divided Reinvestment Plan (vi) private sales by the Selling Stockholder "Plan"), for a period of Common Stock or other securities in which 180 days after the purchaser agrees to be bound by date of the restrictions contained in the preceding paragraph. In addition, the Company agrees that, Underwriting Agreement without the prior written consent of Xxxxxxxxx, 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 StockXxxxxxxx Securities Corporation.

Agreements to Sell and Purchase. The Selling Stockholder Company hereby agrees to issue and sell 15,000,000 Shares to the several UnderwritersUnderwriters at a price of $8.832 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 Selling Stockholder Company at $[ ] a share (the "PURCHASE PRICE"), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives 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 I hereto opposite the name of such Underwriter bears set forth in Schedule I annexed hereto. Moreover, the Company hereby agrees to issue and sell up to 2,250,000 Additional Shares to the total number of Underwriters at the Purchase Price less an amount per share equal to any cash dividend declared and payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. 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 Selling Stockholder 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 Additional Shares at the Purchase PricePrice less an amount per share equal to any cash dividend declared and payable by the Company on the Firm Shares but only to the extent that such dividend is not payable on 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 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 I annexed 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ______ a share (the "PURCHASE PRICEPurchase 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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one time right to purchase, severally and not jointly, up to [ ] __________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the Company and the Selling Stockholder Seller 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 commencing on the date hereof and ending 60 180 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, 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 Common Stock; Stock (provided that such shares or securities are either now owned by such Seller or are hereafter acquired prior to or in connection with the offering of the Shares under this Agreement) or (ii) enter into any swap or other arrangement agreement that transfers to anothertransfers, 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 foregoing sentence shall not apply to (iA) the SharesShares to be sold hereunder, (iiB) 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, (iiiC) transactions the issuance by any person other than the Company relating to of shares of Common Stock other than upon the exercise of an option or other securities acquired warrant referred to in open market transactions after clause (B) or options to purchase shares of Common Stock pursuant to the completion of the offering of the SharesCompany's existing stock option and purchase plans, (ivD) any distribution the transfer of shares of Common Stock by a Selling Shareholder as a gift or gifts; and (E) the Selling Stockholder to the holders transfer of its ordinary shares by means of a distribution or exchange offer, (v) grants of Common Stock or other securities pursuant by a Selling Shareholder to employee benefit plans described the Selling Shareholder's affiliates, as such term is defined in Rule 405 under the Securities Act; provided, that, in the Prospectus case of -------- ---- clause (C) (other than with respect to options not exercisable and shares subject to restrictions that will not vest within the 180 day period), (D) or (viE) private sales by above, the Selling Stockholder of Common Stock recipient(s), donee(s) or other securities transferee(s), respectively, agrees in which the purchaser agrees writing as a condition precedent to such issuance, gift or transfer to be bound by the restrictions contained in the preceding terms of this paragraph. In addition, the Company each Selling Shareholder, 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 commencing on the date hereof and ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to 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 Selling Stockholder 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 Selling Stockholder such Seller at $[ [•] a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder agrees Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase PricePrice as follows: (A) until the Underwriters have purchased [•] Additional Shares, the Selling Stockholders shall sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the aggregate number of Additional Shares to be sold at such Option Closing Date (as defined below) as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Stockholder bears to the total number of Selling Stockholder Additional Shares, and (B) in the event that the Underwriters elect to purchase more than [•] Additional Shares, the Company agrees to sell to the Underwriters the Company 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock upon the exercise of an option option, warrant or warrant other right to acquire shares of Common Stock or the conversion of a security outstanding on the date hereof of the Prospectus of which the Underwriters have been advised in writing, (iiic) transactions the issuance by any person other than the Company relating of shares, options or other rights to purchase shares of Common Stock to employees, officers, directors, advisors or other securities acquired consultants pursuant to any stock option or similar equity incentive or compensation plan disclosed in open market transactions after the completion Time of the offering of the SharesSale Prospectus, (ivd) any distribution the issuance by the Company of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution Stock, 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 the Common Stock, in connection with mergers or acquisitions (irrespective of whether in the form of an acquisition of securities, businesses, properties or assets), or joint ventures, commercial relationships or strategic transactions (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) with, another company or the securityholders of another company in an aggregate amount not to exceed 10% of the number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, provided that the recipient of the shares of Common Stock pursuant to this clause (d) executes a lock-up agreement substantially in the form of Exhibit A hereto and (e) the filing with the Commission of any registration statement (1) on Form S-8 in respect of any shares issued under or the grant of any award pursuant to any employee benefit plan described in the Time of Sale Prospectus, or (2) in connection with mergers or acquisitions (irrespective of whether in the form of an acquisition of securities, businesses, properties or assets), or joint ventures, commercial relationships or strategic transactions (including but not limited to marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) with, another company or the securityholders of another company in an aggregate amount not to exceed 10% of the number of shares of Common Stock issued and outstanding immediately following completion of the transactions contemplated by this Agreement. 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 the fourth paragraph of this Section 3 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 Mxxxxx Sxxxxxx & Co. Incorporated of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. Each of the Selling Stockholders hereby agrees that for the period specified in the lock-up agreement that such Selling Stockholder has executed (the “Selling Stockholder Lock-Up Agreement”), such Selling Stockholder will not take any action in contravention of such Selling Stockholder Lock-Up Agreement. Each 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 such Selling Stockholder except in compliance with the Selling Stockholder Lock-Up Agreement.

Agreements to Sell and Purchase. The Selling Stockholder Upon the basis of the representations and warranties of the Underwriters herein contained, the Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties of the Company herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Stockholder at $[ ] a share Company (i) the "PURCHASE PRICE"), respective principal amount of the number of Series A 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 Securities set forth in Schedule I II hereto opposite its name at a purchase price of 97.75% of the principal amount thereof (the “Series A Purchase Price”) and (ii) the respective principal amount of the Series B Firm Securities set forth in Schedule II hereto opposite its name at a purchase price of such Underwriter bears to 97.75% of the total number of Firm Sharesprincipal amount thereof (the “Series B Purchase Price”, and together with the Series A Purchase Price, the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to sell to the Underwriters the Additional SharesSecurities, and the Underwriters shall have the right to purchase, severally and not jointly, (i) up to [ ] $13,125,000 principal amount of Series A Additional Shares Securities at the Series A Purchase Price and/or (ii) up to $13,125,000 principal amount of Series B Additional Securities at the Series B Purchase Price. 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 of each election to exercise the this option not later than 30 days after the date of this Agreementhereof. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares4. On each the day, if any, that Additional Shares Securities are to be purchased (each, an "OPTION CLOSING DATE"“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 the Representative, on behalf of the Underwriters, 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 I hereto II opposite the name of such Underwriter bears to the total number principal amount of Firm SharesSecurities. Each of To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company and the Selling Stockholder hereby agrees covenants with each Underwriter that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representative on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the ProspectusProspectus relating to the Public Offering, (i1) 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, par value $.01 per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock; (2) 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 to the extent required by any registration rights agreement among the Company and Deutsche Lufthansa AG in existence on the date of this agreement and other than amendments to existing registration statements relating to such registration rights agreement or (ii3) 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 (i1), (2) or (ii3) 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 foregoing sentence shall not apply to (ia) the Sharessale of any Securities to the Underwriters pursuant to this Agreement, (iib) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or warrant, the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (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 including, without limitation, upon conversion of the offering Company’s 3½% Convertible Notes due 2033 (the “2033 Convertible Notes”), the Company’s 3¾% Convertible Debentures due 2035 (the “2035 Convertible Debentures”) or upon conversion 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 Securities as described in the Prospectus or Prospectus, (vic) private sales the issuance by the Selling Stockholder Company 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 options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in or incorporated by reference into the Time of Sale Prospectus or pursuant to the Company’s defined contribution plan and the issuance by the Company of shares of Common Stock upon the exercise of any security convertible into such options or exercisable the vesting of any such other rights; (d) any securities issued or exchangeable issuable in connection with the Company’s stockholders rights plan; or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common StockStock during the 90-day restricted period.

Agreements to Sell and Purchase. The Company and each Selling Stockholder Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the number of Firm ADSs set forth opposite its name in Schedule I hereto, 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 and each Selling Stockholder Shareholder, at $[ ] ______ a share (the "PURCHASE PRICE"“Purchase Price”), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) ADSs that bears the same proportion to the number of Firm Shares ADSs to be sold by the Company and the Selling Stockholder Shareholder as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder agrees Shareholders, severally and not jointly, hereby agree to sell to the Underwriters the maximum number of Additional SharesADSs set forth opposite its name in Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [·] Additional Shares ADSs at the Purchase Price. You No dividends shall be declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. 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 this Agreement. To the extent that the Representatives exercise this right on behalf of the Underwriters from time to time in part, each Selling Shareholder and the Underwriters agree that the number of Additional ADS to be sold by such Selling Shareholder on each day, if any, that Additional ADSs are to be purchased (an “Option Closing Date”) shall be in the same proportion as the number of Firm ADSs to be sold by such Selling Shareholder as set forth opposite its name in Schedule I hereto bears to the total number of Firm ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine). 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 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 this Section 5 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. 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 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 I II 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 StockADSs.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "PURCHASE PRICE"), the number respective numbers 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 Depositary Shares set forth in Schedule I hereto opposite its name at a purchase price of $24.50 per share for Firm Depositary Shares sold to institutional investors and at a purchase price of $24.2125 per share for Firm Depositary Shares sold to retail investors (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to sell to the Underwriters the Additional Depositary Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 0 Additional Depositary Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Depositary Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Depositary Shares but not payable on such Additional Depositary 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 this Agreement. Any exercise notice shall specify the number of Additional Depositary 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 business day after the written notice is given and may not be earlier than the closing date for the Firm Depositary Shares nor later than ten business days after the date of such notice. Additional Depositary Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Depositary Shares. On each day, if any, that Additional Depositary 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 Depositary Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Depositary Shares to be purchased on such Option Closing Date as the number of Firm Depositary Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Depositary 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 Selling Stockholder 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 Selling Stockholder Company at $[ ] $ a share (the "PURCHASE PRICE"), “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 Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ ] Additional Shares 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 this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, that without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. RBC on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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, 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 , (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (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 (ia) the SharesShares to be sold hereunder, (iib) 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 hereof, provided that such option, warrant or security is identified in the Time of which Sale Prospectus and the Underwriters have been advised in writingProspectus, (iiic) transactions by any person other than the Company relating to shares grant of Common Stock options or other securities acquired in open market transactions after the completion of the offering of the Shares, (iv) any distribution issuance of shares of Common Stock by the Selling Stockholder Company to employees, officers, directors, advisors or consultants of the holders of its ordinary shares by means of a distribution or exchange offer, (v) grants of Common Stock or other securities Company pursuant to employee benefit plans in effect on the date hereof and described in the Time of Sale Prospectus (provided that, prior to such issuance, to the extent that any such shares or any such options 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 a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus or (vie) private sales by the Selling Stockholder sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property or other assets, (iii) joint ventures, (iv) strategic alliances, (v) partnerships with experts or other talent to develop or provide content, (vi) equipment leasing arrangements or (vii) debt financing; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) 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 the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (e) shall execute a lock-up agreement substantially in which the purchaser form of Exhibit A hereto. If RBC, in its sole discretion, agrees to be bound by release or waive the restrictions contained set forth in a lock-up letter described in Section 5(g) hereof by a release or waiver substantially in the preceding paragraph. In additionform of Exhibit B-1 hereto 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 thatto announce the impending release or waiver by a press release substantially in the form of Exhibit B-2 hereto through a major news service at least two business days before the effective date of the release or waiver. The Company further agrees that it will not release any security holder from, or waive any provision of, any lock-up or similar agreement between the Company and any security holder 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 StockRBC.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] ______ a share (the "PURCHASE PRICEPurchase 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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder Company agrees to sell to the Underwriters up to __________ of the Additional Shares and each of the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters such number of Additional Shares as is set forth by such Selling Stockholder's name on Schedule I hereto (with the aggregate number of Additional Shares to be sold by the Selling Stockholders to be __________ of the Additional Shares, ) and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] __________ Additional Shares at the Purchase Price. You may exercise this right If you, on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election Underwriters, elect to exercise such option, you shall so notify the option Company in writing not later than 30 days after the date of this Agreement. Any exercise , which 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 Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each If less than all of the Additional Shares are to be purchased, such Additional Shares shall be purchased first from the Company and the second from each applicable Selling Stockholder pro rata in proportion to the number of Additional Shares set forth opposite such Selling Shareholder's name on Schedule I bears to the aggregate number of Additional Shares. The Company 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 60 180 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 such shares of 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 foregoing sentence shall not apply to (iA) the Shares, Shares to be sold hereunder or (iiB) 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 . Each Selling Stockholder shall enter into a "lock-up" agreement in substantially the form of Exhibit A hereto prior 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 paragraphClosing Date. 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 Selling Stockholder Each Seller, severally and not jointly, hereby agrees to sell to the several International Underwriters, and each International 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 Selling Stockholder such Seller at $[ ] a share Preferred Share ($[ ] an ADS) (the "PURCHASE PRICE"), ) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by the Selling Stockholder such Seller as the number of Firm Shares ADSs set forth in Schedule I hereto opposite the name of such International Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to sell to the International Underwriters the Additional SharesADSs, and the International Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,102,500 Additional Shares ADSs, at the Purchase Price. You may exercise this right on behalf of the International 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 this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the International Underwriters and the date on which such shares Additional ADSs are to be purchased. Each purchase date must be at least one 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (an "OPTION CLOSING DATE"), each International Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares 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 I hereto opposite the name of such International Underwriter bears to the total number of Firm SharesSecurities. Each of the Company Company, its directors and the Selling Stockholder executive officers, Aeropar, Comporte and BSSF hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. Morgan Stanley on behalf of the International Underwriters, it will notnox, during the xxxixx xxx period ending 60 90 days after the date of the Prospectus, 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 Securities or any securities convertible into or exercisable or exchangeable for Common StockSecurities; (ii) file any registration statement with the Commission relating to the offering of any Securities or any securities convertible into or exercisable or exchangeable for Securities; or (iiiii) 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 StockSecurities, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock Securities 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 relating to the Company; 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. The Company shall promptly notify Morgan Stanley & Co. Incorporated of any earnings release, news or evexx xxxt xxx xxve rise to an extension of the initial 90-day restricted period. Solely with respect to the Selling Shareholder, Aeropar and Comporte, the restrictions provided in the third paragraph of this Section 3 shall not apply to (A) offers, sales, assignments or transfers of Securities made to corporations, partnerships, limited liability companies or other entities to the extent such entities are wholly-owned by the Selling Shareholder, Aeropar or Comporte, so long as each transferee agrees in writing to be bound by the restrictions set forth herein, (B) the pledge of Securities to third parties in connection with financing arrangements, so long as any such third party agrees in writing to be bound by the restrictions set forth herein; and (C) the distribution of Securities by the Selling Shareholder, Aeropar or Comporte, as the case may be, to its owners of record as of the date hereof, so long as each transferee agrees in writing to be bound by the restrictions set forth herein. The restrictions contained in the preceding third paragraph of this Section 3 shall not apply to (iA) the SharesSecurities to be sold hereunder or under the Brazilian Registration Statement, (iiB) the issuance by the Company of shares of Common Stock ADSs or Preferred Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the International Underwriters have been advised in writing, (iiiC) transactions by any person or entity other than the Company relating to shares of Common Stock ADSs or Preferred Shares or other securities acquired in open market transactions after the completion of the offering of the SharesSecurities, (ivD) any distribution of shares of Common Stock the issuance by the Selling Stockholder Company of options to acquire securities of 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 Company as described in the Prospectus under "Management and Corporate Governance -- Executive Stock Options" and "Management and Corporate Governance -- Stock Option Plan" or (viE) private sales by the Selling Stockholder exchange of Common Stock or other securities in which the purchaser agrees to be bound by Preferred Shares for ADRs, so long as the restrictions contained in holder thereof remains the preceding paragraphowner of such ADSs and the ADRs evidenced thereby. In addition, the Company Selling Shareholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. Morgan Stanley on behalf of the International Underwriters, it will notnox, during the xxxixx xxx period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock Securities or any security convertible into or exercisable or exchangeable for Common StockSecurities. The Selling Shareholder consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Securities held by the Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (the "PURCHASE PRICE"), Company the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares ADSs set forth in Schedule I hereto opposite the name of such Underwriter bears to in Schedule I hereto at US$[●] per Ordinary Share (the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares ADSs at the Purchase Price. 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 of each election to exercise the option not later than 30 days after the date of this 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 ADSs are to be purchased. Each purchase date must be at least one two business day days 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs 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 ADSs (subject to such adjustments to eliminate fractional shares ADSs 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 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 StockADSs.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 and certain Selling Stockholder agrees Stockholders hereby agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from such Selling Stockholders, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Stockholders, as and to the extent indicated on Schedule I hereto, 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number 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 I II 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 Selling Stockholder 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 Selling Stockholder Company at a price per share of $[ ] a share ______ (the "PURCHASE PRICEPurchase Price"), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion [plus accrued dividends, if any, to the number of Firm Shares to be sold by the Selling Stockholder as closing Date] the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company agrees to issue and sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] _______ Additional Shares from the Company at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time Price [plus accrued dividends, if any, to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this 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 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 noticeDate]. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares 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 (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each of the [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) not to offer, pledge, sell, contract to sell, sell grant 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, of any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole Stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the any such Common Stock, whether any such transaction described in clause (i) or (ii) above is except to be settled by delivery the Underwriters pursuant to this Agreement, for a period 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 ___ days after 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 Selling Stockholder Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, an aggregate of [·] Firm Shares, of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II-A hereto. 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 Selling Stockholder Sellers at $[ [·] a share (the "PURCHASE PRICE"), “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 Sellers as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 and each Selling Stockholder named on Schedule II-B hereto severally agrees to sell to the Underwriters the up to an aggregate of [·] Additional Shares, of which [·] shares are to be issued and sold by the Company and the Underwriters number of shares set forth opposite such Selling Stockholder’s name in such schedule are to be sold by such Selling Stockholder. The Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, shall have the right to purchase, severally and not jointly, up to [ [·] Additional Shares 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. Deutsche Bank on behalf of the Underwriters, it will not, during the period ending 60 90 days after the date of the Prospectus, (i1) 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 other securities convertible into or exercisable or exchangeable for Common Stock; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 registration statements on Form S-8 relating to the resale of shares issued by the Company upon exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Time of Sale Prospectus. The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesShares to be sold hereunder, (iib) 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 hereof, provided that such option, warrant or security is identified in the Time of which the Underwriters have been advised in writingSale Prospectus, (iiic) transactions the issuance 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 convertible into or exercisable for shares of Common Stock by the Selling Stockholder pursuant to the holders stock-based compensation plans of the Company and its ordinary shares by means of a distribution or exchange offersubsidiaries, (v) grants of Common Stock or other securities pursuant to employee benefit provided that such plans are described in the Prospectus or Time of Sale Prospectus, (vid) private sales the entry into an agreement providing for the issuance by the Selling Stockholder Company 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 for shares of Common Stock in connection with the acquisition by the Company or exchangeable any of its subsidiaries of the securities, business, property or other assets of a third party or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement and (e) the entry into an agreement providing for the issuance of shares of Common StockStock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, in each case with a third party, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (d) and (e), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (d) and (e) shall not exceed 10% 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 any such securities issued pursuant thereto shall be subject to transfer restrictions substantially similar to those contained in Exhibit A, and the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of Xxxxxx Xxxxxxx and Deutsche Bank.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Company at $[ ] $ a share (the "PURCHASE PRICE"), “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 Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ ] Additional Shares 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 this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or vesting of a security outstanding on the date hereof, (c) the issuance and grant by the Company of options, restricted stock, restricted stock units or other stock-based compensation pursuant to equity compensation plans in existence on the date hereof and, in each case, described in the Time of which Sale Prospectus; provided that any recipients thereof enter into lock-up agreements with the Underwriters have been advised in writingsubstantially the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period or any extension thereof or, in the case of the issuance of options, such options do not become exercisable during the portion of the Restricted Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (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 Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company, (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property, technologies or other assets, (iii) transactions by any person joint ventures, (iv) strategic alliances, commercial relationships or other than collaborations, (v) equipment leasing arrangements or (vi) debt financing or (vii) the assumption of employee benefit plans in connection with mergers or acquisitions; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company relating 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 the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (determined on a fully-diluted basis and as adjusted for stock splits, stock dividends and other similar events after the date hereof); and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (e) shall execute a lock-up agreement substantially in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period, or (f) the filing of one or more registration statements on Form S-8 with the Commission with respect to shares of Common Stock issued or other securities acquired issuable under any equity compensation plan in open market transactions after effect on the completion date hereof. Notwithstanding the foregoing, if the Board of the offering Directors of the Shares, Company reasonably determines that a “non-officer employee” (ivas defined below) any distribution is experiencing financial hardship and has no other reasonably available sources 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 additionliquidity, the Company agrees thatmay, without the upon three business days prior written consent of notice to Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of the UnderwritersLLC, it will not, during the period ending 60 days after the date of the Prospectus, file any registration statement with respect to any release shares of Common Stock Stock, or any security securities convertible into or exercisable or exchangeable for Common Stock, from the lock-up restrictions contained in the “lock-up” agreements described in Section 5(f) hereof or similar lock-up restrictions, for sale or other disposition by such non-officer employees, provided that the Company may not release more than 500,000 shares in the aggregate. For purposes of the preceding sentence, the term “non-officer employees” shall mean all employees of the Company other than those that are required to file statements of beneficial ownership pursuant to Section 16(a) of the Exchange Act. If Xxxxxx Xxxxxxx & Co. LLC 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 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, which notice shall be substantially in the form of Exhibit B hereto, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C 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 Selling Stockholder Each Seller, severally and not jointly, hereby agrees agrees, in the manner contemplated herein, 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, in the manner contemplated herein, severally and not jointly, to purchase from such Seller the Selling Stockholder at $[ ] a share (the "PURCHASE PRICE"), the number respective numbers of Firm Shares ADSs (subject to such adjustments be adjusted by the underwriters so as to eliminate fractional shares as you may determineshares) that bears the same proportion to the number of Firm Shares ADSs to be sold by the Selling Stockholder such Seller as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite its name at $[•] an ADS (the name of such Underwriter bears to the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder agrees Shareholders agree to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. 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 this 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 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 5 ‎5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs 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 ADSs (subject to such adjustments to eliminate fractional shares 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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. Each of the Company and the Selling Stockholder Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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 Ordinary Shares beneficially owned (as such term is used in Rule 13d-3 of Common Stock 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; Ordinary Shares or (ii2) 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 StockOrdinary Shares, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwiseotherwise or (3) 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. The restrictions contained in the preceding paragraph shall not apply to (ia) the SharesShares and ADSs to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock Ordinary Shares 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 writingwriting or are described in the Time of Sale Prospectus, provided the recipients of such Ordinary Shares enter into a lock-up letter substantially in the form of Exhibit A covering the remainder of the Restricted Period, (iiic) transactions by any person other than the Company a Selling Shareholder relating to shares of Common Stock Ordinary Shares or ADSs or other securities acquired in open market transactions after the completion of the offering of the Shares, (ivprovided that no filing under Section 16(a) any distribution of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution Exchange Act shall be required or exchange offer, (v) grants shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares as a bona fide gift, (e) distributions by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares to limited partners or stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to employee benefit plans 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 Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period, or (f) grants of options or other equity awards and the issuance of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (whether upon the exercise of options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, provided the recipients of such awards enter into a lock-up letter substantially in the form of Exhibit A covering the remainder of the Restricted Period, (g) the entry into an agreement providing for the issuance by the Company of Ordinary Shares or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Ordinary Shares in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Ordinary Shares or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Ordinary Shares pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of Ordinary Shares or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Ordinary Shares that the Company may sell or issue or agree to sell or issue pursuant to this clause (g) shall not exceed 5% of the total number of Ordinary Shares outstanding immediately following the completion of the transactions contemplated by this Agreement and all recipients of any such securities shall enter into a lock-up letter substantially in the form of Exhibit A covering the remainder of the Restricted Period, (h) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or similar foreign regulations for the transfer of Ordinary Shares, provided that (i) such plan does not provide for the transfer of Ordinary Shares 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 Selling Shareholder by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Ordinary Shares may be made under such plan during the Restricted Period, or (i) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or any assumed benefit plan contemplated by clause (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 paragraphg)(x). In addition, the Company each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. LLC on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the ProspectusRestricted Period, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock Ordinary Shares or any security convertible into or exercisable or exchangeable for Common StockOrdinary 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 Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. If Xxxxxx Xxxxxxx & Co. LLC, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section ‎6(m) 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 Selling Stockholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder such Seller at $[ ] $ a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 each Selling Stockholder Stockholder, severally and not jointly, agrees to sell to the Underwriters the portion of the Additional SharesShares shown on Schedule II hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] the Additional Shares at the 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 of each election to exercise the option Company and the Selling Stockholders not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Shares are to be purchased. Each Without the consent of the Selling Stockholders, each purchase date must be at least one 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the 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 60 180 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 on Form S-8 or a successor form). The restrictions contained in the preceding paragraph shall not apply to (i) the Sharesa)the Shares to be sold hereunder, (iib) 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 that is disclosed in the Prospectus, or (c) the issuance 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 options pursuant to employee benefit plans any stock or option plan described in the Prospectus or (vi) private sales by the Selling Stockholder issuance of any Common Stock upon the exercise of such options. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or other securities in which material news or a material event relating to the purchaser agrees Company occurs; or (2) prior to be bound by the restrictions contained in expiration of the preceding paragraph. In addition180-day restricted period, the Company agrees thatannounces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, without the prior written consent restrictions imposed by the preceding 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. The Company shall promptly notify Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of any earnings release, news or event that may give rise to an extension 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 Stockinitial 180-day restricted period.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder Company at $[ [______] a share (the "PURCHASE PRICE"), “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 Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ [_______________] Additional Shares 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 this 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the 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 60 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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; Stock or publicly announce the intention to enter into any such transaction or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) the issuance by the Company of shares of Common Stock upon the exercise (including net exercise) of an option or warrant warrant, the settlement of restricted stock units (including net settlement), or the conversion of a security outstanding on the date hereof hereof, provided that such option, restricted stock unit or security is identified in the Time of which Sale Prospectus and the Underwriters have been advised in writingProspectus, (iiic) transactions the issuance by any person other than the Company relating to shares of options, restricted stock units or restricted stock awards (including the Common Stock issued upon the settlement or other securities acquired in open market transactions after the completion exercise thereof) to employees, officers, directors, advisors or consultants of the offering Company pursuant to employee benefit plans (including equity incentive plans) described in the Time of Sale Prospectus and the Prospectus, (d) the filing by the Company of registration statements on Form S-8 with respect to the employee benefit plans, (e) the issuance by the Company of options, restricted stock units or restricted stock awards (including the Common Stock issued upon the settlement or exercise thereof) to employees, officers, directors, advisors or consultants of the SharesCompany pursuant to employee benefit plans (including equity incentive plans) described in the Time of Sale Prospectus and the Prospectus, (ivf) any distribution the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock by the Selling Stockholder to Company in connection with joint ventures, commercial relationships or other strategic transactions and the holders Company’s acquisition of its ordinary one or more businesses, assets, products or technologies, provided, that the aggregate number of shares by means of a distribution or exchange offer, (v) grants of Common Stock that the Company may sell or other securities issue or agree to sell or issue pursuant to employee benefit plans described in this clause (f) does not exceed 5% of the Prospectus or (vi) private sales by the Selling Stockholder 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 all such recipients of shares of Common Stock shall execute and deliver to the Representatives, on or other securities prior to such issuance, a “lock-up” agreement, substantially in which the purchaser form of Exhibit A hereto, or (g) 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 be bound by release or waive the restrictions contained set forth in a lock-up letter described in Section 5(f) hereof for an officer or director of the preceding paragraph. In additionCompany 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 that, without to announce the prior written consent impending release or waiver by (i) a press release substantially in the form of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of Exhibit B hereto through a major news service or (ii) any other method that satisfies the Underwriters, it will not, during obligations described in FINRA Rule 5131(d)(2) at least two business days before the period ending 60 days after the effective date of the Prospectus, file any registration statement with respect to any shares of Common Stock release or any security convertible into or exercisable or exchangeable for Common Stockwaiver.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ [•] a share (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder such Seller as the number of Firm Shares set forth in Schedule I II hereto under the column titled “Number of Firm Shares To Be Purchased” opposite the name of such Underwriter bears to the 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 Selling Stockholder 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 [ [•] Additional Shares 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 this 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 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 I II 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 issue and sell 9,000,000 Shares, and each Selling Stockholder Stockholder, severally and not jointly, hereby agrees to sell the number of Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, to the several UnderwritersUnderwriters at a price of $13.02 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, hereby agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder at $[ ] a share (the "PURCHASE PRICE"), Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine) set forth opposite the name of such Underwriter set forth in Schedule II hereto that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder each such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On Moreover, the Company hereby agrees to issue and sell up to 1,590,096 Additional Shares to the Underwriters at the Purchase Price 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 Selling Stockholder 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 Additional Shares at the Purchase Price. 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering 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 the Managers 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each Selling Stockholder agrees to comply with the terms and conditions of the Company “lock-up” agreement that it has previously entered into and delivered to the Managers on or before the date hereof, which “lock-up” agreement was executed in substantially the form of Exhibit D hereto. Each Selling Stockholder hereby agrees thatto advise the Managers promptly, without and if requested by the prior written consent Managers, confirm such advice in writing, so long as delivery of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. on behalf of a prospectus relating to the Underwriters, it will not, during Shares by an underwriter or dealer may be required under 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 indirectlySecurities Act, 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, change 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 information contained in the preceding paragraph shall not apply to (i) Registration Statement, the Shares, (ii) the issuance by the Company Time of shares of Common Stock upon the exercise of an option or warrant Sale Prospectus 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 Prospectus that relates 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 such 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 StockStockholder.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "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 respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto opposite (the name of such Underwriter bears “Purchase Price”), provided, that with respect to the total number of Firm Stockholder Shares. , the purchase price shall be the price set forth in Schedule I hereto as the “Stockholder Shares Purchase Price.” On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 this Agreementthe Prospectus. 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 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 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II 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 Each Selling Stockholder Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriters the number of Firm ADSs to be sold by such Selling Shareholder set forth in Schedule I hereto opposite the name of such Selling Shareholder, 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 such Selling Stockholder Shareholder at $[ ] a share 12.1444 per ADS (the "PURCHASE PRICE"), “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the number of Firm Shares ADSs to be sold by the such Selling Stockholder Shareholder as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm SharesADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the each Selling Stockholder agrees to sell Shareholder, severally and not jointly, hereby grants an option to the several Underwriters to purchase up to the number of Additional SharesADSs set forth in Schedule I hereto opposite the name of such Selling Shareholder, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,893,801 Additional Shares ADSs at the Purchase Price, less an amount per ADS equal to any dividends or distributions declared by the Company and payable on the Firm ADSs but not payable on the Additional ADSs. You The Managers may exercise this right on behalf of the Underwriters in whole or from time to time in part but not more than once by giving written notice of each election to exercise the option not later than 30 days after the date of this 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 two business day days after the written notice is given (unless the written notice is given prior to the closing date for the Firm ADSs) and may not be earlier than the closing date for the Firm Shares nor ADSs or later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each the day, if any, that Additional Shares ADSs are to be purchased (an "OPTION CLOSING DATE"the “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 Managers may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such the Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I II 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 StockADSs.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder at $[ ] a share (Company the "PURCHASE PRICE"), the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at US$[ o ] an American Depositary Share (the name of such Underwriter bears to the total number of Firm Shares"PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder 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 [ o ] Additional Shares at the Purchase Price. 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 of each election to exercise the option not later than 30 days after the date of this 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 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 5 4 hereof solely for the purpose of covering over-over allotments made in connection with the offering 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 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 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup the Global Markets Inc. Coordinator on behalf of the Underwriters, it will not, during the period ending 60 180 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 Shares or any securities convertible into or exercisable or exchangeable for Common StockShares; (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 (iiiii) 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 StockShares, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to (iA) the Shares, Shares or American Depositary Shares to be sold hereunder or (iiB) the issuance by the Company of shares of Common Stock Shares 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 disclosed in writingthe Prospectus. Notwithstanding the foregoing, if (iiii) transactions by any person other than 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 shares of Common Stock the Company occurs; or other securities acquired in open market transactions after (ii) prior to the completion expiration 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 addition180-day restricted period, the Company agrees that, without announces that it will release earnings results during the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. 16-day period beginning on behalf the last day of the Underwriters180-day period, it will not, during the period ending 60 days after restrictions imposed by this agreement shall continue to apply until the date expiration of the Prospectus18-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, file any registration statement with respect to any shares if no earnings results are released during such 16-day period, the restrictions imposed hereunder shall terminate on the last day of Common Stock or any security convertible into or exercisable or exchangeable for Common Stocksuch 16-day period.

Agreements to Sell and Purchase. The Selling Stockholder 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 Selling Stockholder such Seller at $[ ] a share (the "PURCHASE PRICE"), “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 such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 and the Selling Stockholder agrees 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 [ ] Additional Shares at the 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 of each election to exercise the option not later than 30 days after the date of this 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 three business day days (or fewer if agreed to by the Company and the Representatives, as defined below) 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the Selling Stockholder hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, UBS Securities LLC and Citigroup Global Markets Barclays Capital Inc. (the “Representatives”) on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) 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, (iiic) 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 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company, (d) the issuance by the Company of shares of Common Stock in an amount up to 10% of the Company’s outstanding shares of Common Stock in connection with a merger, acquisition or other transaction and (e) the issuance by the Company of shares of Common Stock pursuant to any pre-existing contractual obligation of the Company identified in the Registration Statement. Notwithstanding the restrictions in the preceding paragraph, 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 the preceding 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. The Company agrees to 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. Each Selling Stockholder 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, (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. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) transactions by any person other than the Company a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (ivprovided that no filing under Section 16(a) any distribution of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution Exchange Act shall be required or exchange offer, (v) grants shall be voluntarily made in connection with subsequent sales of Common Stock or other securities pursuant to employee benefit plans described acquired in the Prospectus or such open market transactions, (vic) private sales transfers by the a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (d) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder; (e) 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 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of a Selling Stockholder; (f) transfers of shares of Common Stock to family members of, and other securities persons sharing a household with, the undersigned in which connection with personal estate planning matters; provided that in the purchaser agrees case of any transfer or distribution pursuant to be bound by clause (c), (d), or (f), (i) each donee, distributee or transferee shall enter into a written agreement accepting the restrictions contained set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period or (g) transfers of shares of Common Stock to the Company in connection with the cashless exercise of options that would otherwise expire, other than a “broker-assisted” cashless exercise; provided that, for the avoidance of doubt, any shares of Common Stock received in connection with the cashless exercise of options shall be subject to the restrictions set forth in the preceding paragraph. In addition, the Company each Selling Stockholder agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Representatives on behalf of the Underwriters, it will not, during the period ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, other than in connection with the public offering of the Shares hereunder. Notwithstanding the restrictions in the preceding two paragraphs, 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 the preceding two paragraphs will 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. Each Selling Stockholder agrees that it will not engage in any transaction that may be restricted by the foregoing restrictions on the Selling Stockholders during the 34-day period beginning on the last day of the initial restricted period unless such Selling Stockholder requests and receives prior written confirmation from the Company or the Representatives that such restrictions have expired. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Common Stock held by such Selling Stockholder, except in compliance with the foregoing restrictions on the Selling Stockholders.

Agreements to Sell and Purchase. The Each Selling Stockholder Shareholder, 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 such Selling Stockholder Shareholder at $[ ] $ a share (the "PURCHASE PRICEPurchase 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 such Selling Stockholder Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the 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 each Selling Stockholder agrees Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Additional SharesShares set forth in Schedule I hereto opposite the name of such Selling Shareholder, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. If less than the maximum number of Additional Shares are purchased, each Selling Shareholder will sell the amount which bears the same proportion to the number of Additional Shares purchased by the Underwriters as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of 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 this Agreement; provided that you shall be limited to three such notices in the aggregate. 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 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATEOption 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 I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Each of the The Company and the each Selling Stockholder Shareholder hereby agrees agree that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Managers on behalf of the Underwriters, it will not, and will not publicly announce any intention to, during the period ending 60 180 days after the date of the Prospectus, (i1) 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, including Class B Common Stock; or (ii2) 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 or any securities convertible into or exercisable or exchangeable for Common Stock, including Class B Common Stock, whether any such transaction described in clause (i1) or (ii2) 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 (ia) the Sharessale of the Shares to the Underwriters, (iib) 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 Managers have been advised in writing; provided that the underlying shares of Common Stock and Class B Common Stock issued to any Selling Shareholder or other person who has delivered a lock-up agreement pursuant to Section 6(g) hereto shall continue to be subject to the restrictions contained in the immediately preceding paragraph or such lock-up agreement, as applicable; (c) the issuance by the Company of shares of Common Stock and Class B Common Stock or options to purchase shares of Common Stock to, or the repurchase by the Company of unvested shares of Common Stock and Class B Common Stock upon termination of service from, an employee, director, consultant other service provider, pursuant to the Company's stock incentive plans in effect on the date hereof; provided that the shares of Common Stock and Class B Common Stock or options to purchase shares of Common Stock and Class B Common Stock issued to the Company's directors and executive officers shall be subject to the restrictions contained in the lock-up agreements delivered pursuant to Section 6(h) hereof; (d) 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 stock incentive plan of the Company in effect on the date hereof; (e) transfers by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or for no consideration and transfers by a Selling Shareholder by will or intestate, provided that in each case, each recipient of such shares or convertible securities agrees in writing to be subject to the restrictions described in the immediately preceding paragraph and no filing by any party with the Commission shall be required or shall be voluntarily made in connection with such transfer; (f) transfers by a Selling Shareholder to any trust, partnership or limited liability company for the direct or indirect benefit of such person and/or the immediate family of such Selling Shareholder for estate planning purposes, provided that (i) the trustee of the trust, partnership or the limited liability company, as the case may be, agrees in writing to be subject to the restrictions described in the immediately preceding paragraph, (ii) any such transfer shall not involve a disposition for value, and (iii) no filing by any party with the Commission shall be required or shall be voluntarily made in connection with such transfer; (g) a sale that is required by the restrictions on ownership and transfer set forth in the Company's Amended Certificate of Incorporation; (h) the exercise of outstanding options or warrants by a Selling Shareholder; provided that the underlying shares of Common Stock and Class B Common Stock will be subject to the restrictions described in the immediately preceding paragraph upon exercise or conversion; (i) any transfer by a Selling Shareholder to an affiliate (as that term is defined in Rule 405 under the Securities Act) of such Selling Shareholder, provided that such affiliate agrees in writing to be subject to the restrictions contained in the immediately preceding paragraph and that no filing by any party with the Commission shall be required or shall be voluntarily made in connection with any such transfer, (j) transactions by any person other than the Company a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing by any party with the Commission shall be required or shall be voluntarily made in connection with such open market transactions or (ivk) any distribution the issuance by the Company of shares of Common Stock by in connection with acquisitions of other companies up to an amount equal to 19.9% of the Selling Stockholder Company's fully-diluted Common Stock (measured as of the Closing Date), provided that each recipient of such shares agrees in writing to be subject 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 restrictions 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 immediately preceding paragraph. In addition, the Company each Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. the Managers on behalf of the Underwriters, it will not, and will not publicly announce the intention to, during the period commencing on the date hereof and ending 60 180 days after the date of the Prospectus, file make any registration statement demand for, or exercise any right with respect to to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, including any shares of Class B Common Stock. Each Selling Shareholder also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. 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 Managers 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 Selling Stockholder 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 Selling Stockholder at $[ ] a share (the "PURCHASE PRICE"), Company the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares ADSs set forth in Schedule I hereto opposite the name of such Underwriter bears to in Schedule I hereto at US$[●] per Ordinary Share (the total number of Firm Shares“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholder Company hereby agrees to sell to the Underwriters the Additional SharesADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares ADSs at the Purchase Price. 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 of each election to exercise the option not later than 30 45 days after the date of this 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 ADSs are to be purchased. Each purchase date must be at least one two business day days 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 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs 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 ADSs (subject to such adjustments to eliminate fractional shares ADSs 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 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 StockADSs.

Agreements to Sell and Purchase. The 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 Selling Stockholder at $[ ] 8.7875 a share (the "PURCHASE PRICE"), “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 total number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On In addition, the Selling Stockholder hereby grants to the Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained in this Agreement, herein and subject to its the terms and conditionsconditions herein set forth, the Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from the Selling Stockholder, severally and not jointly, up to [ ] Additional all or a portion of the Option Shares at the Purchase Price. You may exercise this right on behalf of same purchase price per share to be paid by the Underwriters in whole or to the Selling Stockholder for the Firm Shares as set forth opposite the names of such Underwriters on Schedule II hereto. This option may be exercised by the Underwriters any time and from time to time in part on or before the thirtieth (30th) day following the date hereof, by giving written notice to the Company and the Selling Stockholder, which notice may be electronic (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of each election Option Shares as to exercise which the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters is being exercised, and the date on which such shares and time when the Option Shares are to be purchased. Each purchase delivered (such date must be at least one business day after and time being herein referred to as the written notice is given and may “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the closing Closing Date (as defined in Section 5) nor earlier than the second (2nd) business day after the date on which the option for the Firm Option Shares shall have been exercised nor later than ten the tenth (10th) business days day after the date of such noticeon which the option shall have been exercised. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering As of the Firm Shares. On each dayOption Closing Date, if anythe Selling Stockholder will sell to the Underwriters, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")and the Underwriters will purchase, 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 I hereto opposite the name of such Underwriter bears to the total number of Firm SharesOption Shares Notice. 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 B. Xxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 60 30 days after the date of the ProspectusProspectus (the “Restricted Period”), (i1) 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; Stock or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise 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 (ia) the SharesShares to be sold hereunder, (iib) 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, (iiic) transactions by any person other than the Company Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (ivprovided that no filing under Section 16(a) any distribution of shares of Common Stock by the Selling Stockholder to the holders of its ordinary shares by means of a distribution Exchange Act shall be required or exchange offer, (v) grants shall be voluntarily made in connection with subsequent sales of Common Stock or other securities pursuant to employee benefit plans described acquired in the Prospectus or such open market transactions, (vid) private sales transfers by the Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (e) distributions by the Selling Stockholder of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the Selling Stockholder, (f) the offer or issuance by the Company of shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock in which connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction, provided that, the aggregate number of shares of Common Stock offered or issued pursuant to this clause (f) shall not exceed 7.5% of the total number of outstanding shares of Common Stock issued and outstanding as of the date of this Agreement, or (g) grants or issuances of securities pursuant to awards under the Company’s 2016 Long-Term Incentive Plan, Second Long-Term Incentive Plan, Employee Stock Purchase Plan, 2018 Omnibus Incentive Plan or any other incentive compensation plan of the Company in effect as of the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that in the case of any transfer or distribution pursuant to clause (d), (e) or (f), (i) each donee, distributee, purchaser agrees to be bound by or recipient shall enter into a written agreement accepting the restrictions contained set forth in the preceding paragraphparagraph and this paragraph as if it were the Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period, (h) the establishment of a trading plan pursuant to Rule 10b5-l 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 Selling Stockholder or 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, or (i) the negotiation and/or execution of any definitive agreement by the Company in connection with the acquisition of another business, the merger of the Company with or into another company or a similar transaction pursuant to which the Company is, or may be, required to issue any shares of its Common Stock, provided that (i) the consummation of such acquisition, merger or similar transaction is subject to a condition that such acquisition, merger or similar transaction shall be put to a vote of the holders of the Company’s capital stock entitled to vote generally in the election of the Company’s directors and shall be approved by a majority of the votes cast by such holders and (ii) such agreement does not provide for the issuance, transfer or disposition, directly or indirectly, of any shares of Common Stock during the Restricted Period. In addition, the Company Selling Stockholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Inc. B. Xxxxx Securities on behalf of the Underwriters, it will not, during the period ending 60 days after the date of the ProspectusRestricted Period, file make any registration statement demand for, or exercise any right with respect to 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.