Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal funds immediately available in New York City against delivery of such Firm Shares for the account of the several Underwriters at 10:00 a.m., New York City time, on July 31, 2018, or at such other time on the same or such other date, as shall be designated in writing by you and the Company. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the Company. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Shareholder shall be made to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[•], 20182024, or at such other time on the same or such other date, not later than [•], 2024, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[•], 2024, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Stockholder shall be made to the Company and Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City Houston, Texas against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on July 31December [ ], 2018, or at such other time on the same or such other date, as shall be designated in writing by you and the Company2004. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City Houston, Texas against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeDecember [ ], 2004, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[____________], 201820[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[_______], 20[__], as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on July 31March 9, 20182020, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by you and the CompanyUnderwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 ‎3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeApril 17, 2020, as shall be designated in writing by you and the CompanyUnderwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter. The Purchase Price payable by the Underwriters Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31May 28, 20182010, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJuly 7, 2010, as shall be designated in writing by you and the Companyyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Stockholders shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares shares for the account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on July 31August 28, 2018, 2006 or at such other time on the same or such other date, not later than September 2, 2006, as shall be designated in writing by you and the CompanyUnderwriter. The date and time and date of such payment are hereinafter the payment, in each case, will be referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the Company. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Datefor their account, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (iithe “Designated Office”) any withholding required by lawon the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 20182011, or at such other time on the same or such other date, not later than [ ], 2011, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2011, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Stockholder shall be made to the Company and such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the several Underwriters at Underwriter prior to 10:00 a.m., New York City time, on July 31June 15, 2018, 2018 or at such other time on the same or such other date, date as shall be designated in writing mutually agreed by you the Underwriter and the CompanySelling Stockholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment The procedures for any Additional payment and delivery of the Shares to be sold by each Selling Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriter in compliance with the terms of this Agreement, payment for the Repurchase Shares shall be made by the Company to the Selling Stockholders Underwriter in federal Federal or other funds immediately available in New York City against delivery of such Additional Repurchase Shares for the respective accounts account of the several Underwriters Company at 10:00 a.m., New York City time, on the date specified Closing Date as set forth in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the Company. Schedule I. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters Underwriter in connection with the transfer of the Shares to the Underwriters Underwriter duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[·], 20182012, or at such other time on the same or such other date, not later than [·], 2012, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Sellers in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[·], 2012, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[•], 20182012, or at such other time on the same or such other date, not later than [•], 2012, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[•], 2012, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31September [ ], 20182012, or at such other time on the same or such other date, not later than September [ ], 2012, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full ten business days after your option to purchase the date of delivery of such noticeAdditional Shares expires, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on July 31[—], 20182014, or at such other time on the same or such other date, not later than [—], 2014, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[—], 2014, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) subject to any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Shareholder shall be made to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March 4, 20182021, or at such other time on the same or such other date, not later than March 11, 2021, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeApril 11, 2021, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date Date, or an Option Closing Date, as the case may be, be for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawthe Company, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31, 2018[____________], or at such other time on the same or such other date, not later than [__________], as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” ”. Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholders Shareholder in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 3, or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[________], as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[●], 2018, 2020,1 or at such other time on the same or such other date, not later than [●], 2020,2 as shall be designated in writing by you and the CompanyXxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”). The time and date of such payment are hereinafter referred to as the “Closing Date.” 1 Insert date 2 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time, 3 business days after date of Underwriting Agreement, unless otherwise agreed to between the Underwriters and the Company. 2 Insert date 5 business days after the date inserted in accordance with preceding footnote. Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[●], 2020,3 as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawthe Company, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Sellers shall be made to the Company and Selling Stockholders each Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[—], 20182012, or at such other time on the same or such other date, not later than [—], 2012, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders each Additional Shares Seller in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[—], 2012, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Company shall be made to the Company and Selling Stockholders such party in federal Federal or other funds immediately available in New York the City of Toronto against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City Toronto time, on July 31[—], 20182013, or at such other time on the same or such other date, not later than [—], 2013, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to herein as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Pattern Renewables, or its designee, in federal Federal or other funds immediately available in New York the City of Toronto against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City Toronto time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[—], 2013, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The , against payment of the Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawtherefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at the offices of Freshfields Bruckhaus Dxxxxxxx US LLP, 600 Xxxxxxxxx Xxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representatives and the Company (with notice to the Selling Shareholder in advance), at 10:00 a.m., New York City time, on July 31March 24, 20182015, or at such other time on the same or such other date, not later than March 31, 2015, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 4 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeApril 22, 2015, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31October 28, 20182024, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawthe Company, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31May 7, 2018, 2020 or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[●], 20182021, or at such other time on the same or such other date, not later than [●], 2021, as shall be designated agreed upon in writing by you the Company and the CompanyXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[●], 2021, as shall be designated agreed upon in writing by you the Company and the CompanyXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Company shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City Chicago against delivery of such Firm Shares for the account of the several Underwriters Underwriter at 10:00 a.m., New York City timeCentral Time, on July 31April 6, 20182010, or at such other time on the same or such other date, date as shall be designated in writing by you the Underwriter and the CompanyCompany may agree. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City Chicago against delivery of such Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeMay 6, 2010, as shall be designated in writing by you the Underwriter and the CompanyCompany may agree. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Underwriter, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 2018, 2011,2 or at such other time on the same or such other date, not later than [ ], 2011,3 as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2011,4 as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid paid. 2 Insert date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time (and (ii) any withholding required by lawT+4 settlement is deemed to apply to secondary sales), 4 business days after the date of the Underwriting Agreement. 3 Insert date 5 business days after the date inserted in accordance with footnote 2. 4 Insert date 10 business days after the expiration of the green shoe option.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Shareholder shall be made to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31November 14, 20182023, or at such other time on the same or such other date, not later than November 14, 2023, as shall be designated in writing by you and the CompanyXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional In addition, subject to the sale of the Shares by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Selling Stockholders Underwriters in federal funds immediately available in New York City funds to an account specified by the Representative, against delivery of such Additional Repurchase Shares for the respective accounts account of the several Underwriters Company at 10:00 a.m., New York City time, on the date specified in Closing Date for the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the CompanyShares. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March 24, 20182010, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and provided to the CompanyCompany and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the relevant Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31May 24, 2018, 2019 or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company or the Selling Stockholders Shareholders, as applicable, in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31October [__], 20182006, or at such other time on the same or such other date, not later than November [ ], 2006, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeDecember [ ], 2006, as shall be designated in writing by you and the Companyyou. The Firm Shares and any Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Stockholder shall be made to the Company and such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31August [ l ], 20182020, or at such other time on the same or such other date, not later than August [ l ], 2020, as shall be designated agreed upon in writing by you the Company and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeAugust [ l ], 2020, as shall be designated agreed upon in writing by you and the Company, the Selling Stockholders and you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[•], 20182021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[•], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Shareholder shall be made to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on July 31[March • ], 2018, 2010 or at such other time on the same or such other date, not later than [March • ], 2010 as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[March • ], 2010, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may bename of Cede. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Underwriter, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Shareholder shall be made to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31February 20, 20182007, or at such other time on the same or such other date, not later than February 27, 2007, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall may be designated in writing by you and the Companyyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the aggregate Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[____________], 20182021, or at such other time on the same or such other date, not later than [_________], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[_______], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31, 20182013, or at such other time on the same or such other date, not later than , 2013, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, 2013, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Stockholder shall be made to the Company and such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31February 3, 20182014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Additional. The Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31November 2, 20182021, or at such other time on the same or such other date, not later than November 9, 2021, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeDecember 10, 2021, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price actually payable by the Underwriters shall be reduced (but treated as paid hereunder to the person(s) which would otherwise be entitled to be paid any such reduced amount) by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[·], 2018, or at such other time on the same or such other date, not later than [·], 2018, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[·], 2018, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid paid, and (ii) any withholding required by lawagainst payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Stockholder shall be made to the Company and such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on July 31May 3, 20182021, or at such other time on the same or such other date, date as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJune 2, 2021, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller by wire transfer in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31January [ ], 20182006, or at such other time on the same or such other date, not later than January [ ], 2006, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares to be sold by a Seller shall be made to the Selling Stockholders such Seller by wire transfer in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2006, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[●], 20182021, or at such other time on the same or such other date, not later than [●], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[●], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March 22, 20182017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall may be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 ‎2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall may be designated in writing by you and the Companyyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Notes shall be made to the Company and Selling Stockholders Fund in federal Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Fund, for the account respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on July 31, 2018the second full business day following the date of this Agreement, or at such other time on the same or such other date, as shall be designated in writing date determined by you agreement between the Fund and the CompanyRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Selling Stockholders Fund in federal Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeMay 19, 2022, as shall be designated in writing by you and the CompanyRepresentative. The Firm Shares time and date of any such payment for Additional Notes are herein referred to as the “Option Closing Date.” The Notes and Additional Shares Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31June 12, 20182013, or at such other time on the same or such other date, not later than June 19, 2013 as shall be designated agreed upon in writing by you and the CompanySelling Shareholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJuly 19, 2013 , as shall be designated agreed upon in writing by you and the CompanySelling Shareholders. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Sellers shall be made to the Company and Selling Stockholders such Sellers in federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31December [•], 2018, 2004,1 or at such other time on the same or such other date, not later than December [•], 20042 as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders SPEI in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice 1 Insert date 3 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time (and T+4 settlement is deemed to apply to secondary sales), 4 business days after the date of the Underwriting Agreement. 2 Insert date 5 business days after the date inserted in accordance with note 6 above. described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[•], 2004, 3 as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Company shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[—], 201820121, or at such other time on the same or such other date, not later than [—], 20122, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[—], 20123, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Securities and Pre-Funded Warrants shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities and Pre-Funded Warrants for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 311, 20182024, or at such other time on the same or such other date, not later than July 1, 2024, as shall be designated in writing by you and the CompanyJxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the Company. The Firm Shares and Additional Shares Securities shall be registered in such names and in such denominations as you Jxxxx shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you Jxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Firm Shares to the Underwriters duly paid paid, against payment of the Purchase Price therefor. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and (ii) any withholding required in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing not later than the Closing Date. The Pre-Funded Warrants will be made available for inspection by lawJxxxx on the business day prior to the Closing Date.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Stockholder shall be made to the Company and such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31April 12, 20182005, or at such other time on the same or such other date, not later than April 19, 2005, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by St. Xxxx Travelers shall be made to the Selling Stockholders St. Xxxx Travelers in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeMay 19, 2005, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31_____, 2018, or at such other time on the same or such other date, not later than ______, 2018, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice_____, 2018, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters Underwriters, shall be reduced by (i) any transfer taxes paid or payable by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawUnderwriters.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[•], 20182021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[•], 2021, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[—], 20182014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31October 25, 2018, or 2021,or at such other time on the same or such other date, not later than five business days thereafter, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full ten business days after the date of delivery of such noticethereafter, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31four business days after pricing, 2018if pricing occurs after 4:30 p.m., or at such other time on the same or such other date, not later than five business days after pricing, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full ten business days after the date expiration of delivery of such noticethe 30-day period during which the Underwriters may exercise their right to purchase the Additional Shares pursuant to Section 2 hereof, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Securities shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31May 22, 20182023, or at such other time on the same or such other date, not later than May 30, 2023, as shall be designated in writing by you and the CompanyRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJuly 3, 2023, as shall be designated in writing by you and the CompanyRepresentative. The Firm Shares Securities and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Securities and Additional Shares shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters duly paid by the Company, against payment of the Purchase Price and (ii) any withholding required Warrant Purchase Price therefor. The Pre-Funded Warrants will be made available for inspection by lawthe Representative on the day prior to the Closing Date.

Payment and Delivery. Payment of the Purchase Price for the Firm Shares to be sold by each seller Notes and the related Guarantees shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares Notes for the account of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on July 31May 23, 20182006, or at such other time on the same or such other date, as shall hereafter be designated in writing agreed upon by you the Company and the CompanyInitial Purchasers. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Notes and related Guarantees shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares Notes for the respective accounts account of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJune 8, 2006, as shall be designated in writing by you and the CompanyInitial Purchasers. The Firm Shares time and Additional Shares shall be registered in date of each such names and in such denominations payment are hereinafter referred to as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable an “Option Closing Date, as ”. Delivery of the case may be. The Firm Shares Notes and the Additional Shares shall be delivered to you on the Closing Date or an Option Closing DateNotes, as the case may be, for shall be made through the respective accounts facilities of The Depository Trust Company (“DTC”) pursuant to its Full-Fast Delivery Program unless the several Underwriters. The Purchase Price payable Initial Purchasers shall otherwise instruct, and Securities sold by the Underwriters Initial Purchasers in reliance on Rule 144A (the “144A Securities”) shall be reduced represented by (i) any transfer taxes paid by, one or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawmore global certificates.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Stockholder shall be made to the Company and such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on July 31March 3, 20182023, or at such other time on the same or such other date, date as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeApril 3, 2023, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes, stamp duties and other similar taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders Fund in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on July 31[Closing Date], 20182020, or at such other time on the same or such other date, not later than [10 business days after Closing Date], as shall be designated in writing by you and the CompanyXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Fund in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[45 Days After Pricing Date Plus 10 Business Days], as shall be designated in writing by you and the CompanyXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31, 2018[•] 2007, or at such other time on the same or such other date, not later than [•], 2007, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[•], 2007, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March 22, 20182016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Firm Shares or Additional Shares, as applicable, to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal funds by wire transfer of immediately available in New York City funds against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31February 19, 20182004, or at such other time on the same or such other date, not later than February 26, 2004, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal funds Company by wire transfer of immediately available in New York City funds against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeMarch 26, 2004, as shall be designated in writing by you you. The time and date of such payment are hereinafter referred to as the Company. “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Company shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31December , 20182011, or at such other time on the same or such other date, not later than December , 2011, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeDecember , 2011, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31December 6, 20182011, or at such other time on the same or such other date, not later than the third business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Company(each an “Option Closing Date”). The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller ADSs shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 3124, 20182017, or at such other time on the same or such other date, not later than five business days thereafter as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticethereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Selling Shareholder shall be made to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31______, 2018, 2006 or at such other time on the same or such other date, not later than ________, 2006 as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice_____________, 2006, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may bename of Cede. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ o ], 20182004, or at such other time on the same or such other date, not later than [ o ], 2004, as shall be designated in writing by you and the CompanyGlobal Coordinator. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ o ], 2004, as shall be designated in writing by you and the CompanyGlobal Coordinator. The ADRs evidencing the American Depositary Shares representing the Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Global Coordinator shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The ADRs evidencing the American Depositary Shares representing the Firm Shares and Additional Shares shall be delivered to you the Global Coordinator on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the American Depositary Shares evidenced by such ADRs to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March 26, 20182024, or at such other time on the same or such other date, not later than April 2, 2024, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company and the Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeMay 3, 2024, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Notes shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares Notes for the account respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on July 31, 2018[ ], or at such other time on the same or such other date, date as shall be designated in writing by you and the CompanyRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares Notes for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], as shall be designated in writing agreed by you the Representative and the Company. The time and date of any such payment for Additional Notes are herein referred to as the “Option Closing Date.” The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to you the Representative through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal (same day) or other funds immediately available in New York City to the account specified by such Seller against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31, 20182009, or at such other time on the same or such other date, not later than , 2009, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the each Selling Stockholders Stockholder selling Additional Shares in federal Federal (same day) or other funds immediately available in New York City to the account specified by such Selling Stockholder against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, 2009, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available at the offices of Cravath, Swaine & Xxxxx LLP in New York City against delivery of such Firm Shares for the account of the several Underwriters Xxxxxx Xxxxxxx at 10:00 a.m., a.m. New York City timeTime on April 12, on July 31, 20182006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall may be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts account of the several Underwriters Xxxxxx Xxxxxxx at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeMay 19, 2006, as shall be designated in writing by you you. The time and date of such payment are hereinafter referred to as the Company“Option Closing Date”. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to you duly paid, against payment of the Underwriters duly paid and (ii) any withholding required by lawPurchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller the Company shall be made to the Company and Selling Stockholders in federal by wire transfer of Federal (same-day) funds immediately available in New York City Milwaukee against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on July 31April 3, 20182013, or at such other time on the same or such other date, not later than April 17, 2013, as shall be designated in writing by you and the CompanyManager. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders in federal Company by wire transfer of Federal (same-day) funds immediately available in New York City Milwaukee against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 3 each Option Closing Date or at such other time on the same or on such other datedate as shall be designated in writing by the Manager, in any event not later than five (5) full business days after the date of delivery of such noticeMay 13, as shall be designated in writing by you and the Company2013. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Manager shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Manager on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and paid, against payment of the Purchase Price therefor. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (ii“DTC”) any withholding required by lawfor the accounts of the Underwriters, unless the Manager shall otherwise instruct.

Payment and Delivery. (a) Payment for the Firm Shares to be sold by each seller Seller shall be made to Computershare Shareholder Services, Inc. (the Company “Transfer Agent and Selling Stockholders Registrar”) on behalf of each Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March 19, 20182014, or at such other time on the same or such other date, not later than March 26, 2014, as shall be designated in writing by you and the CompanyUnderwriters. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares shall be made to the Selling Stockholders Transfer Agent and Registrar in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeApril 24, 2014 as shall be designated in writing by you and the Company. Underwriters. (c) The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriters on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[●], 20182019, or at such other time on the same or such other date, not later than [●], 2019, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Sellers in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[●], 2019, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters Underwriters, if any, duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31December 12, 20182001, or at such other time on the same or such other date, not later than December 19, 2001, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJanuary 19, 2002, as shall be designated in writing by you you. The time and date of such payment are hereinafter referred to as the Company. "Option Closing Date." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 20182017, or at such other time on the same or such other date, not later than [5 business days later], 2017, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full [10 business days after the date expiration of delivery of such noticethe green shoe option], 2017, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made in one sum by Morgxx Xxxnxxx xx behalf of the several Underwriters to the Company and Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31September 27, 20182000, or at such other time on the same or such other date, not later than October 4, 2000, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Selling Stockholders in federal Company and Kratx xx Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 4 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeNovember 4, 2000, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[DATE], 20182007, or at such other time on the same or such other date, not later than February 28, 2007, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeFebruary 28, 2007, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31June 26, 20182015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 hereof or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31May 2, 20182008, or at such other time on the same or such other date, not later than May 9, 2008, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Mxxxxx Sxxxxxx in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJune 11, 2008, as shall be designated in writing by you and the CompanyMxxxxx Sxxxxxx & Co. Incorporated. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Securities shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on July 31September 20, 20182024, or at such other time on the same or such other date, not later than September 27, 2024, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date last day of delivery of such noticethe 13-day period beginning on, and including, the Closing Date, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid paid, against payment of the Purchase Price therefor plus, with respect to the Additional Securities, accrued interest, if any, to the date of payment and (ii) any withholding required by lawdelivery.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders Fund in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on July 31[—], 20182012, or at such other time on the same or such other date, not later than [—], 2012 as shall be designated in writing by you and Xxxxxx Xxxxxxx & Co. LLC on behalf of the CompanyUnderwriters. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Fund in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[—], 2012 as shall be designated in writing by you and Xxxxxx Xxxxxxx & Co. LLC on behalf of the CompanyUnderwriters. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on July 31June 14, 20182019, or at such other time on the same or such other date, not later than June 14, 2019, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company, the Custodian or the Selling Stockholders Shareholders, as applicable, for the benefit of the Company and/or the Selling Shareholders, as applicable, in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeJuly 11, 2019, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters Underwriters, shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal by wire transfer of funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 3119, 20182013, or at such other time on the same or such other date, not later than August 2, 2013, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Option Shares shall be made to the Selling Stockholders in federal Company by wire transfer of funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Option Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full ten business days after the date of delivery of such notice, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Option Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Option Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31April 6, 2018, 2015 or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller either Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31October 2, 20182007, or at such other time on the same or such other date, not later than October 9, 2007, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by either Seller shall be made to the Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date Option Closing Date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall may be designated in writing by you and the Companyyou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the aggregate Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 2018, 2005 or at such other time on the same or such other date, not later than [ ], 2005 as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 4 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2005, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may bename of Cede. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31October 25, 20182024, or at such other time on the same or such other date, not later than November 1, 2024, as shall be designated in writing by you and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Stockholder in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeDecember 9, 2024, as shall be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any stamp, issuance, transfer or other similar taxes or fees paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters or the initial resale by the Underwriters to the initial investors duly paid and (ii) any withholding required by lawpaid.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Securities shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on July 31March 9, 20182020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall may be designated mutually agreed in writing by you the Company and the CompanyRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the second business days after the date of delivery of such noticeday thereafter, as shall may be designated in writing by you and the CompanyRepresentatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31March [—], 20182015, or at such other time on the same or such other date, date as shall be designated in writing by you and the Company. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeApril [—], 2015, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholder shall be made to the Company and such Selling Stockholders Shareholder in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 312, 20182021, or at such other time on the same or such other date, not later than July 7, 2021, as shall be designated in writing by you and the CompanyXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeAugust 12, 2021, as shall be designated in writing by you and the CompanyXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ● ], 20182015, or at such other time on the same or such other date, not later than [ ● ], 2015, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ● ], 2015, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Securities shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx in New York City against delivery of such Firm Shares Securities for the account respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on July 31April 6, 20182004, or at such other time on the same or such other date, not later than April 13, 2004, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares Securities shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business 30 days after the date of delivery of such noticeClosing Date, as shall be designated in writing by you and the Companyyou. The Firm Shares time and Additional Shares date of such payment are hereinafter referred to as the “Option Closing Date”. The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you on the Closing Date or an the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Securities shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31June 4, 20182008, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the CompanyRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the CompanyRepresentative. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representative, and registered in such names and in such denominations as you the Representative shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to you the Representative on the Closing Date or an the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares Securities to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ] [ ], 20182008, or at such other time on the same or such other date, not later than [ ] [ ], 2008, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ] [ ], 2008, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders Fund in federal Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on July 31November 28, 20182012, or at such other time on the same or such other date, not later than 10 business days after the Closing Date, as shall be designated in writing by you and the CompanyRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Fund in federal Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeDecember 19, 2012, as shall be designated in writing by you the Representative. The time and date of any such payment for Additional Shares are herein referred to as the Company. “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City to an account specified by such Seller against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 20182010, or at such other time on the same or such other date, not later than [5 business days after date of Agreement], 2010, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Shareholders in federal Federal or other funds immediately available in New York City to an account specified by such Selling Shareholder against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2010, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal (same day) or other funds immediately available in New York City to the account specified by such Seller against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31August [ ], 20182009, or at such other time on the same or such other date, date as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the each Selling Stockholders Stockholder selling Additional Shares in federal Federal (same day) or other funds immediately available in New York City to the account specified by such Selling Stockholder against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31December 14, 20182010, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full the tenth business days after the date of delivery of such noticeday thereafter, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31January 28, 20182014, or at such other time on the same or such other date, not later than February 4, 2014, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such noticeFebruary 28, 2014, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid paid, and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Selling Shareholders and the Company shall be made to the Selling Shareholders and the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31__________, 20182002, or at such other time on the same or such other date, not later than _________, 2002, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice__________, 2002, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller shall be made to the Company and Selling Stockholders in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 201820181, or at such other time on the same or such other date, not later than [ ], 20182, as shall be designated in writing by you and the Companyyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” 1 NTD: Two business days or, in the event the offering is priced after 4:30 p.m. ET, three business days after date of Underwriting Agreement. 2 NTD: Five business days after the date inserted in accordance with previous footnote. Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.a.m.3, New York City time, on the date specified in the corresponding notice described in Section 3 2 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2018, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Payment and Delivery. Payment for the Firm Shares to be sold by each seller Seller shall be made to the Company and Selling Stockholders such Seller in federal Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the several Underwriters at 10:00 a.m., New York City time, on July 31[ ], 20182007, or at such other time on the same or such other date, not later than [ ], 2007, as shall be designated in writing by you and provided to the CompanyCompany and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Selling Stockholders Company in federal Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than five (5) full business days after the date of delivery of such notice[ ], 2007, as shall be designated in writing by you and the Companyyou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes paid by, or on behalf of, the Underwriters payable in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.