Common use of Payment and Delivery Clause in Contracts

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

Payment and Delivery. (a) Payment for the Firm Primary Shares that the Underwriters agree to purchase hereunder shall be made to the Company by the wire transfer of immediately available funds to the order of bank account designated by the Company at 7:00 a.m., Pacific Time, on ______ __, 2009 (unless postponed in accordance with the provisions of Section 9 hereof), or at the time, date (not later than seven full business days thereafter) and place agreed upon by the Representatives and the Company, against delivery of such Firm Shares to the Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other of the Primary Shares in the form of certificates for the securities comprising the Primary Shares. The date and time on the same or such other date, no later than five business days after the date of this Agreement payment and delivery (which may be postponed as the Underwriters and the Company may agree upon provided in writing. The time and date of such payment Section 9 hereof) are hereinafter sometimes referred to below as the “First Closing Date.” ” (b) Payment for any Additional the Over-Allotment Shares that the Underwriters have the right to purchase hereunder shall be made to the Company by the wire transfer of immediately available funds to the order of bank account designated by the Company at the time or times and on the date or dates specified in the notice or notices delivered by the Representatives against delivery of such Additional Shares to the Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on of the date specified Over-Allotment Shares in the notice described in Section 2 or at such other time on form of certificates for the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following securities comprising the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersOver-Allotment Shares. The time dates and date times of such payment these payments and deliveries are hereinafter herein singularly or collectively sometimes referred to as the “Option Additional Closing Date”. Certificates for .” The term “Closing Date” refers to both the Firm Shares First Closing Date and the Additional Closing Date. (c) You, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment to the Company for Shares to be purchased by any Underwriter whose funds shall not have been received by you at the date of payment therefor for the account of that Underwriter. Any payment by the Representatives shall not relieve that Underwriter from any of its obligations hereunder. (d) The certificates for the Shares shall be in definitive form and registered in such the name or names and shall be in such the denominations you, as you shall request in writing not later than Representatives, designate at least one full business day prior to the Closing Date or the Option First Closing Date, as in the case may be. The certificates evidencing of the Firm Shares Primary Shares, and the at least one full business day prior to any Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as in the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of Over-Allotment Shares. The Company agrees to cause certificates for the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through pursuant to this Agreement at your offices, at the facilities offices of The Depository Trust Company, New York, New York, or at such other places as may be designated by you as Representatives, and to be made available for checking and packaging at one of the above offices or such other places as may be designated by you as the Representatives at least one full business day prior to the First Closing Date in the case of the Primary Shares, and at least one full business day prior to any Additional Closing Date, in the case of the Over-Allotment Shares.

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

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

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

Payment and Delivery. Delivery and payment for the Firm Securities shall be made at 10:00 A.M., New York time, on the third Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which the major stock exchanges in New York, New York are not open for business. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing.” Payment for the Firm Shares Securities shall be made to on the Company Closing Date at the Representative’s election by the wire transfer of immediately available funds in Federal (same day) funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company against upon delivery to you of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities (or through the full fast transfer facilities of the Depository Trust Company (“DTC”)) for the respective accounts account of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such name or names and in such authorized denominations as you shall the Representative may request in writing not later than one full business day at least two Business Days prior to the Closing Date or Date. The Company will permit the Option Representative to examine and package the Firm Securities for delivery, at least one full Business Day prior to the Closing Date, as the case may be. The certificates evidencing Company shall not be obligated to sell or deliver the Firm Shares and Securities except upon tender of payment by the Additional Shares shall be delivered to you on Representative for all the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanySecurities.

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—], 2010the second full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.March 2, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. (a) Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Firm Shares shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. (New York City time) on the second (third, if the pricing occurs after 4:30 p.m. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section (viii)), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). (b) In addition, in the event that any or all of the Optional Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Optional Shares shall be made at the above mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. (c) Payment shall be made to the Company by the wire transfer of immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares to the Representative for the respective accounts of the several Underwriters at [—] a.m.of certificates for or book-entry credits representing the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representative, New York City timefor its account, on [—]to accept delivery of, 2010receipt for, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such make payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.purchase price for, New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior Optional Shares, if any, which it has agreed to the Closing Date or the Option Closing Date, as the case may bepurchase. The certificates evidencing Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Shares and or the Additional Shares shall Optional Shares, if any, to be delivered to you on purchased by any Underwriter whose funds have not been received by the Closing Date Time or the Option Closing Daterelevant Date of Delivery, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against but such payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companynot relieve such Underwriter from its obligations hereunder.

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

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

Payment and Delivery. (a) Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City or such other place to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] no later than 9:00 a.m., New York City time, on [—●], 20102023, or at such other time on the same or such other date, no not later than five business days after [●], 2023, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City or such other place to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] no later than 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) ten full business days following the date the Underwriters provide the Company with after written notice pursuant of election to Section 2 of this Agreement, purchase Additional ADSs is given as shall be designated in writing by the Underwriters. Representative. (c) The time ADSs to be issued and date of such payment are hereinafter referred allotted to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares each Underwriter shall be delivered in definitive form book entry form, and in such denominations and registered in such names and in such denominations as you shall the Representative may request in writing not later than one full business day prior to the Closing Date or the an Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Such ADSs shall be delivered by or on behalf of the Company to you the Representative through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company to the Representative on the Closing Date or the an Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representative. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law. The Firm Shares and Additional Shares shall Company will cause the certificates representing the ADSs to be delivered through made available for inspection at least 24 hours prior to the facilities of The Depository Trust CompanyClosing Date or an Option Closing Date, as the case may be.

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

Payment and Delivery. (a) Payment for the Firm Shares Underwriters’ Securities shall be made to the Company in Federal or other funds immediately available in New York City in the case of the Firm Notes, at the closing location and the closing date and time set forth in Schedule I hereto, or at such other time or location on the same or such other date, not later than the fifth business day thereafter, as may be mutually agreed in writing or, in the case of any Option Notes, on the date and at the time and place specified by the wire transfer of immediately available funds to Manager in the order written notice of the Company Underwriter’s election to purchase such Option Notes. The time and date of such payment for Firm Notes is referred to herein as the “First Closing Date,” the time and date for such payment for any Option Notes, if other than the First Closing Date, is referred to herein as an “Option Closing Date,” and the First Closing Date and each Option Closing Date, if any, are sometimes referred to herein as a “Closing Date.” (b) Payment for the Underwriters’ Securities to be purchased on any Closing Date shall be made against delivery of to you on such Firm Shares Closing Date for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and ’ Securities registered in such names and in such denominations as you the Manager shall request in writing not later than one two full business day days prior to the Closing Date or the Option such Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Underwriters’ Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for of the Firm Shares purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, 0000 Xxxx Xxxxx Xxxxx, Suite 300, Raleigh, North Carolina 27607, or at such other place as shall be agreed upon by the Representative and the Company and the Selling Shareholders, at 9:00 A.M. (Eastern time) not later than the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company and the Selling Shareholders by the wire transfer of immediately available funds to the order of a bank account(s) designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice Custodian pursuant to Section 2 each Selling Shareholder’s Power of this Attorney and Custody Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against delivery to the Representative for the respective accounts of the several UnderwritersUnderwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, with any transfer taxes payable in connection with the transfer of the Shares for their accounts, to the Underwriters duly paidaccept delivery of, against receipt for, and make payment of the Purchase Price thereforpurchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Firm Shares FIG, individually and Additional Shares not as representative of the Underwriters, may (but shall not be delivered through obligated to) make payment of the facilities purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of The Depository Trust CompanyDelivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

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

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

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

Payment and Delivery. Payment for the Firm Shares shall (i) The Securities to be made to the Company purchased by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other dateeach Underwriter hereunder, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated book-entry form in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form authorized denominations and registered in such names and in such denominations as you shall may request in writing not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or the Option Closing DateCompany, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered by or on behalf of the Company to you on you, through the Closing Date or facilities of the Option Closing Date, as the case may beDepository Trust Company (“DTC”), for the respective accounts account of the several Underwriterssuch Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to you at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [●], 2021, or such other time and date as you and the Company may agree upon in writing, and, with respect to the Option Shares, 9:30 a.m., New York City time, on the date specified by you in each written notice given by you of the election to purchase such Option Shares, or such other time and date as you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Closing Date,” each such time and Additional Shares shall date for delivery of the Option Shares, if not the First Closing Date, is herein called a “Second Closing Date,” and each such time and date for delivery is herein called a “Closing” or a “Closing Date.” (ii) The documents to be delivered at each Closing by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(l) hereof, will be delivered at the offices of the Company, and the Securities will be delivered to you, through the facilities of The Depository Trust Companythe DTC, for the account of such Underwriter, all at such Closing.

Payment and Delivery. Payment (a) Delivery of and payment for the Firm Shares Shares, in the form of ADSs, if and to the extent instructed by you, shall be made to at the Moscow offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx (the “Closing Location”) at [1:00 p.m.], Moscow time, [November 3], 2004, or such later time and date (not later than the date that is seven days later) as you, the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company Selling Shareholders may agree upon or as provided in writingSection 10. The time and date of such delivery of and payment are hereinafter for the Firm Shares is referred to in this Agreement as the “First Closing Date.” Payment ” (b) If the Option is exercised in whole or in part on or before the second business day prior to the First Closing Date, delivery of and payment for the relevant Additional Shares, in the form of ADSs, if and to the extent instructed by you, shall be made at the same time as delivery of and payment for the Firm Shares. In connection with any exercise of the Option after the second business day prior to the First Closing Date, delivery of and payment for the relevant Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of at such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the time and date specified as you shall designate in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice delivered pursuant to Section 2 of this Agreement1(d), as which date shall be designated in writing by the Underwritersat least two business days and not more then five business days after such notice. The time and date of such delivery of and payment are hereinafter for any Additional Shares is referred to in this Agreement as the an “Option Closing Date,” and the First Closing Date and any Option Closing Date are sometimes referred to in this Agreement as a “Closing Date.”. Certificates (c) In order for payment for the Company Firm Shares to be made in Russian rubles, as specified in Section 2(d) hereof, you shall send an instruction via SWIFT (form [_]) to ZAO Raiffeisenbank Austria (“RZB”) and RZB shall convert the Purchase Price multiplied by the number of Company Firm Shares into Russian rubles in two tranches on two separate days during the period between the date hereof and the First Closing Date at the best rate of exchange available to RZB. You shall permit and instruct RZB to provide the Company with a written notice of such transactions immediately after they become available, specifying the amount converted and the exchange rate used. If, for any reason, on the First Closing Date, the Offered Shares are not delivered to you in accordance with Section 2 hereof, you may, at your discretion, undertake thereafter for RZB to convert these amounts from Russian rubles into U.S. dollars at the best rate of exchange available to RZB. If, after such conversion, there is a shortfall between (x) the amount in U.S. dollars that you have received as a result of this conversion; and (y) the amount of the Purchase Price in U.S. dollars multiplied by the number of the Company Firm Shares, then, promptly after receiving notice of such shortfall from you, the Company will transfer or procure the transfer to you of an amount equal to the amount of such shortfall in U.S. dollars, or an equivalent amount in Russian rubles, if the Company is prohibited from transferring such amount in U.S. dollars. (d) Payment for the Company Firm Shares shall be made by you (or your agent) on behalf of the Underwriters in Russian rubles in the amount equal to the Purchase Price multiplied by the number of Company Firm Shares converted as described in Section 2(c) above on the First Closing Date in same-day funds by wire transfer to the Company Xxxxx Account (as defined in Section 3(v) below) and payment for the Selling Shareholder Firm Shares shall be made by you on behalf of the Underwriters in an amount equal to the Purchase Price multiplied by the number of Selling Shareholder Firm Shares in U.S. dollars, in Federal (same-day) funds by wire transfer to the External Escrow Account (as defined in Section 6(g) below), for further transfer of such proceeds in Russian rubles to the respective accounts of those Selling Shareholders who are Russian residents within the meaning of Russian currency control regulations, as provided in the External Escrow Agreement, in each case against delivery by the Company and the Selling Shareholders of such Firm Shares on the First Closing Date as set forth in paragraph (e) below, or in such other manner as may be agreed by you, the Company and the Selling Shareholders. Payment of the purchase price for the Additional Shares shall be made at the additional time of purchase in the same manner as the payment for the Selling Shareholder Firm Shares. It is understood and agreed that no delivery or transfer of Offered Shares to be purchased and sold hereunder at any Closing Date shall be effective unless and until payment therefor has been made pursuant hereto and each of the Company, the Selling Shareholders, Euroclear Bank S.A./N.V., Clearstream Banking société anonyme and The Depository Trust Company (“DTC”) shall have furnished or caused to be furnished to you on behalf of the Underwriters at such Closing Date certificates and other evidence reasonably satisfactory to you of the execution in favor of the Underwriters of the book-entry transfer of the relevant ADSs, if and to the extent you have instructed that the Offered Shares should be delivered in the form of ADSs. The Underwriters’ payment obligations hereunder in respect of the Company Firm Shares to be purchased by the Underwriters on the First Closing Date shall be fully discharged upon the receipt of the payment within the Company Xxxxx Account, as confirmed by the Moscow Escrow Agent, as such terms are defined in Section 3(v) hereof. The Underwriters’ payment obligations hereunder in respect of the Selling Shareholder Firm Shares and the Additional Shares to be purchased by the Underwriters on the relevant Closing Date shall be fully discharged upon the receipt of the relevant payment within the External Escrow Account, as confirmed by the External Escrow Agent, as such terms are defined in Sections 6(g) and 4(b) hereof, respectively. (f) If and to the extent you have instructed that the Offered Shares should be delivered in the form of ADSs, any ADRs evidencing such ADSs representing such Offered Shares shall be delivered by or on behalf of the Company and/or the Selling Shareholders to you against payment therefor as set forth in paragraph (d) above through the book entry facilities of DTC. ADR certificates shall be delivered in definitive form and registered in such names and in such denominations as you shall request in writing writing. The Company and/or the Selling Shareholders agree to have the relevant ADR certificates available for inspection and checking by you at the Closing Location not later than one full 6:00 p.m., Moscow time, on the business day prior to the Closing Date or the Option relevant Closing Date. Any Offered Shares to be delivered otherwise than in the form of ADSs shall be delivered in such manner as you, the Company and the Selling Shareholders shall agree. (g) You will take all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and will take no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any way differing from, the description of such disposition in the Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of Proceeds and Registration of Placement Report” and “Escrow of Proceeds and Registration of Placement Report.” (h) You will take no action to close the accounts contemplated by the External Escrow Agreement (as defined in Section 4(b) below) and the Moscow Escrow Agreements (as defined in Section 3(v) below) or to amend the terms of those agreements without the consent of all parties to the relevant agreements. (i) You will deposit the difference between (i) the aggregate proceeds to you from the sale of the Offered Shares (in the form of ADSs or otherwise) (without any withholding, deduction or set-off) and (ii) the amount of the Purchase Price multiplied by the number of Offered Shares in an escrow account in accordance with, and shall dispose of such funds only in accordance with, the External Escrow Agreement. (j) You will, if the Placement Report has not been registered by the Federal Service for the Financial Markets of the Russian Federation or its appropriate regional department or its or their legal predecessors, as the case may be. The certificates evidencing be (the Firm Shares “FSFM”) on or before ·, 2004, (i) under the terms of the External Escrow Agreement (as such term is defined in Section 4(b) hereof), procure that the External Escrow Agent (as such term is defined in Section 4(b)) irrevocably and immediately transfer to the Depositary, and you will abandon all claims to, the amounts deposited in escrow pursuant to Section 2(h) hereof, and (ii) assign to the Depositary all rights to the proceeds to the Company and the Additional Shares Selling Shareholders from the sale of the Offered Shares, it being understood that this clause (h) shall in no way limit your rights to recover damages from the Company and the Selling Shareholders. (k) The documents to be delivered to you on the First Closing Date by or on behalf of the Option parties hereto pursuant to Section 8 hereof will be delivered at the Closing Location on the First Closing Date. A meeting will be held at the Closing Location at 3:00 p.m., Moscow time on the business day prior to the First Closing Date, as at which meeting the case may be, for the respective accounts final drafts of the several Underwriters, with any transfer taxes payable documents referred to in connection with the transfer preceding sentence will be available for review by the parties hereto. (l) Upon your authorization of the Shares to release of the Offered Shares, the Underwriters duly paid, against payment propose to offer the Offered Shares (in the form of ADSs or otherwise) for sale upon the Purchase Price therefor. The Firm Shares terms and Additional Shares shall be delivered through conditions set forth in the facilities of The Depository Trust CompanyFinal Prospectus.

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

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

Payment and Delivery. Payment for the Firm Shares shall (i) The Securities to be made to the Company purchased by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other dateeach Underwriter hereunder, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated book-entry form in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form authorized denominations and registered in such names and in such denominations as you shall may request in writing not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or the Option Closing DateCompany, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered by or on behalf of the Company to you on you, through the Closing Date or facilities of the Option Closing Date, as the case may beDepository Trust Company (“DTC”), for the respective accounts account of the several Underwriterssuch Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to you at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares Units, 9:30 a.m., New York City time, on [●], 2017, or such other time and Additional Shares shall date as you and the Company may agree upon in writing, and, with respect to the Option Units, 9:30 a.m., New York City time, on the date specified by you in each written notice given by you of the election to purchase such Option Units, or such other time and date as you and the Company may agree upon in writing. Such time and date for delivery of the Firm Units is herein called the “First Closing Date,” each such time and date for delivery of the Option Units, if not the First Closing Date, is herein called a “Second Closing Date,” and each such time and date for delivery is herein called a “Closing.” (ii) The documents to be delivered at each Closing by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(l) hereof, will be delivered at the offices of the Company, and the Securities will be delivered to you, through the facilities of The Depository Trust Companythe DTC, for the account of such Underwriter, all at such Closing.

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

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

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

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 20102013, or at such other time on the same or such other date, no not later than five 5 business days after the date of this Agreement scheduled closing, as the Underwriters and the Company may we shall mutually agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and the Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3(b) or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after expiration of this Agreementoption, as we shall be designated mutually agree in writing by the Underwriterswriting. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm (a) The Borrowed Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon Shares, if any, will be delivered to the Representatives in writingbook-entry form through the facilities of The Depository Trust Company (“DTC”), or as otherwise agreed to by the relevant parties. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Borrowed Shares and the Additional Shares Company Shares, if any, shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Borrowed Shares and the Additional Shares Company Shares, if any, shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Company Shares, if any, to the Underwriters duly paid, against payment of the Purchase Price therefor. (b) Payment for the Shares shall be made by the Underwriters to the Forward Seller (with respect to the Underwritten Shares) or to the Company (with respect to any Company Top-Up Shares) in Federal or other funds immediately available in New York City to bank accounts designated by the Forward Seller or the Company, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Shares to be purchased by them at 10:00 a.m., New York City time, on June 19, 2020, or such other time not later than three business days after such date as shall be agreed upon by the Underwriters, the Forward Seller or the Company, as applicable, or as provided in Section 10(a) hereof (such date and time of delivery and payment for such Shares being herein called the “Closing Date”). Unless otherwise agreed to by the relevant parties, delivery of the Shares shall be made, and the Shares shall be registered in, the name of Cede as nominee of DTC, and available for checking in New York, New York not later than 4:00 p.m., New York City time, on the business day prior to the Closing Date. (c) Notwithstanding the provisions set forth in Section 4(a) hereof, if the right provided for in Section 3(b) hereof is exercised after the second business day prior to the Closing Date, delivery of the Additional Shares shall be made to the Underwriters on the date specified by the Representatives (which shall be at least one but within two business days after written notice of the exercise of such right is given) for the respective accounts of the several Underwriters. Payment for any Additional Shares shall be made by the Underwriters to the Forward Seller (with respect to any Borrowed Additional Shares) or the Company (with respect to any Company Top-Up Additional Shares) 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, by causing DTC to credit the respective accounts of the several Underwriters at DTC on the date specified in the corresponding notice described in Section 3(b) hereof, or as otherwise agreed to by the relevant parties. If settlement for the Additional Shares occurs after the Closing Date, the Company shall deliver to the Representatives on each relevant Option Closing Date, and the obligation of the Underwriters to purchase the Additional Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6(b)-(e) hereof. (d) The Underwritten Shares and any Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Underwritten Shares and any Additional Shares shall be delivered through to the facilities Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Depository Trust CompanyPurchase Price and the Option 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 Underwritten Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds in New York City against delivery to the order Representatives of the Company against delivery of certificates for such Firm Underwritten Shares for the respective accounts of the several Underwriters, or delivery to a securities intermediary designated by you of such certificates and crediting to your securities account at such securities intermediary for the account of the several Underwriters of security entitlements in respect of the Underwritten Shares at [—] 10:00 a.m., New York City time, on [—]_______, 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing_____. The time and date of such payment are hereinafter referred to as the “Closing Date.” "CLOSING DATE". Payment for any Additional the Option Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds in New York City against delivery to the order Representatives of the Company against delivery of certificates for such Additional Option Shares for the respective accounts of the several Underwriters, or delivery to a securities intermediary designated by you of such certificates and crediting to your securities account at such securities intermediary for the accounts of the several Underwriters of security entitlements in respect of such Option Shares at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following after the date expiration of the Underwriters provide the Company with notice pursuant Underwriters' option to Section 2 of this Agreement, purchase Option Shares as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”"OPTION CLOSING DATE". Certificates The certificates, if any, for the Firm Shares and purchased by the Additional Shares Underwriters shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates certificates, if any, evidencing the Firm Underwritten Shares and the Additional or Option Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Underwritten Shares or Option Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companywith respect to such Shares.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company against delivery in New York City of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102014, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2014, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Shareholder in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ , New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2014], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters for any Firm Shares and Additional Shares to be sold by the Selling Shareholder shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the such Shares to the Underwriters duly paid, against payment of the Purchase Price thereforpaid and (ii) any withholding required by law. The With respect to any Firm Shares and Additional Shares shall be delivered through issued by the facilities Company and subscribed for by the Underwriters, the Company agrees and undertakes to reimburse and indemnify the Underwriters with respect to (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of The Depository Trust Companysuch Shares to the Underwriters duly paid and (ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares ADSs shall be made to the Company by the wire transfer of in U.S. federal or other funds immediately available funds to the order of the Company in New York City against delivery of such ADRs evidencing the Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—]l, 20102005, or at such other time on the same or such other date, no not later than five l, 2005 [5 business days after previous date], as shall be determined by the date of this Agreement as the Underwriters and Representatives after consultation with the Company may agree upon and designated in writingwriting by the Representatives to the Company. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of in U.S. federal or other funds immediately available funds to the order of the Company in New York City against delivery of such ADRs evidencing the Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than l, 2005 [—] a.m., New York City time, three (3) 5 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after expiration of this Agreementgreen shoe], as shall be determined by the Representatives after consultation with the Company and designated in writing by the UnderwritersRepresentatives to the Company. The time and date of any such payment are hereinafter referred to as the an “Option Closing Date”. Certificates for ADRs evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates ADRs evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered through the book-entry facilities of The Depository Trust Company (“DTC”) to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares With respect to all or any portion of ADSs to be purchased and Additional Shares sold hereunder, the Representatives, on behalf of the Underwriters and for the purpose of effecting reallocations of ADSs and Mexican BD Units, may elect to have such ADSs (in the form of Mexican BD Units) delivered to and paid for by the Mexican Underwriters in satisfaction of the obligation of the Company to sell to the Underwriters, and the Underwriters’ obligations to purchase, such ADSs. Notice of such election shall be given by the Representatives and the Mexican Representatives to the Company at least two business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The purchase price for the BD Units so delivered through in lieu of any ADSs shall be the facilities purchase price applicable under the Mexican Underwriting Agreement. With respect to all or any portion of the Mexican BD Units to be purchased and sold pursuant to the Mexican Underwriting Agreement, the Mexican Representatives, on behalf of the Mexican Underwriters and for the purpose of effecting reallocations of ADSs and Mexican BD Units, may elect to have such Mexican BD Units (in the form of ADSs) delivered to and paid for by the Underwriters in satisfaction of the obligation of the Company to sell to the Mexican Underwriters and the obligations of the Mexican Underwriters to purchase, such BD Units. Notice of such election shall be given by the Representatives and the Mexican Representatives to the Company at least two business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Depository Trust Companypurchase price for the ADSs so delivered in lieu of any Mexican BD Units shall be the price applicable to the other ADSs sold hereunder. It is understood that any election by the Representatives or the Mexican Representatives, respectively, in accordance with the preceding two paragraphs, shall not result in any change in, or have any other effect whatsoever on the maximum numbers of Program ADSs and Program Units made available under the ADS Share Allocation Program or the BD Unit Share Allocation Program, respectively, which are l Program ADSs and l Program Units, respectively. It is also understood that the Representatives and the Mexican Representatives shall consult with the Company with respect to the allocation of ADSs and Mexican BD Units in the Global Offering.

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

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

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—], 2010the fifth full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2016, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]three business days (or if the pricing occurs after 4:30 p.m., 2010New York City time, four business days) after pricing, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement pricing, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) ten business days following after the date expiration of the 30-day period during which the Underwriters provide may exercise their right to purchase the Company with notice Additional Shares pursuant to Section 2 of this Agreementhereof, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. (a) Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.Time], New York City time, on [—Date], 2010, or at such other time on the same or such other date, no not later than five business days after [Date], as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m.Time], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—Date] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. Representatives. (c) The time and date of such payment are hereinafter referred American Depositary Shares to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares be delivered to each Underwriter shall be delivered in definitive form book entry form, and in such denominations and registered in such names and in such denominations as you shall the Representatives may request in writing not later than one full business day prior to the Closing Date or the an Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Such American Depositary Shares shall be delivered by or on behalf of the Company to you the Representatives through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company to the Representatives on the Closing Date or the Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representatives. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) any withholding required by law. The Company will cause the certificates representing the Shares to be made available for inspection at least 24 hours prior to the Closing Date or Option Closing Date, against payment as the case may be. (d) [The Company agrees to the withholding of a portion of the Purchase Price thereforpayment for the Firm Shares equal to [ ]% of the shortfall of the subscription monies for the Directed American Depositary Shares (the “DSP Reserved Payment”). The Firm Designated Underwriter (including its affiliates) has the right on or after the Closing Date to (a) dispose of the Directed American Depositary Shares that the Participants fail to pay for and Additional accept delivery of, and (b) deduct from the DSP Reserved Payment an amount as agreed with the Company to cover (i) any losses caused by the failure of any Participant to pay for and accept delivery of Directed American Depositary Shares shall be delivered through that the facilities Participant agreed to purchase (including without limitation any funding cost incurred by the Designated Underwriter (including its affiliates) resulting from the advance of The Depository Trust Companyfunds beginning on the Closing Date until the receipt of the proceeds by the Designated Underwriter (including its affiliates) from the disposition of such Directed American Depositary Shares), or (ii) any transaction, stamp, capital or other issuance, registration, transaction, transfer, withholding or other taxes or duties incurred by the Designated Underwriter (including its affiliates) in connection with the Directed Share Program, pursuant to the indemnification under Section 10 hereof.]

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

Payment and Delivery. Payment for the Firm Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—], 2010the second full business day following the date of this Agreement, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares Notes shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.May 11, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2023, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in immediately available funds to the order account specified by the Company to the Underwriter in the case of the Company against delivery Firm Shares, at the offices of such Firm Shares for the respective accounts of the several Underwriters Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, XX 00000 at [—] 10:00 a.m., New York City timeCentral Time, on [—]June 6, 20102017, or at such other time on the same or such other date, no not later than five the fifth business days after day thereafter, as shall be designated in writing by the Underwriter or, in the case of the Additional Shares, on the date and at the time and place specified by the Underwriter in the written notice of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter’s election to purchase such Additional Shares. The time and date of such payment for the Firm Shares are hereinafter referred to as the “Closing Date.,” Payment for any Additional Shares shall be made to and the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of for such payment are hereinafter for the Additional Shares, if other than the Closing Date, is herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer sale of such Shares to the Underwriter duly paid by the Company. Delivery of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the account of the Underwriter unless the Underwriter shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 12:00 p.m., Central Time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Company, by the wire transfer of Federal or other immediately available funds to the order of the Company funds, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]May 28, 20102019, or at such other time on the same or such other date, no not later than five business days after June 4, 2019 as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Company shall notify the Underwriters in writing at least one (1) business day in advance of the Closing Date of the account to which funds shall be transferred pursuant to the foregoing. Payment for any Additional Shares shall be made to the Company Company, by the wire transfer of Federal or other immediately available funds to the order of the Company 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 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 8, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2019 as shall be designated in writing by the UnderwritersRepresentative. The time and date Company shall notify the Underwriters in writing at least one (1) business day in advance of such payment are hereinafter referred to as the “Option Closing Date”Date of the account to which funds shall be transferred pursuant to the foregoing. Certificates for the The Firm Shares and Additional Shares, including in each case such Shares delivered at the Additional Shares Representative’s request in the form of SDRs in accordance with Section 2, shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares, including in each case such Shares delivered at the Additional Shares Representative’s request in the form of SDRs in accordance with Section 2, shall be delivered to you the Representative on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]May 14, 20102012, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. (a) Payment for the Firm Shares Securities to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] a.m.Time], New York City time, on [—Date], 20102019, or at such other time on the same or such other date, no not later than five business days after [Date], 2019, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares Option Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Option Securities for the respective accounts of the several Underwriters at [—] a.m.Time], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—Date] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. Representatives. (c) The time and date of such payment are hereinafter referred American Depositary Shares to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares be delivered to each Underwriter shall be delivered in definitive form book entry form, and in such denominations and registered in such names and in such denominations as you shall the Representatives may request in writing not later than one full business day prior to the Closing Date or the an Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Such American Depositary Shares shall be delivered by or on behalf of the Company to you the Representatives through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company to the Representatives on the Closing Date or the Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representatives. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidand (ii) any withholding required by law. The Company will cause the certificates representing the Shares to be made available for inspection at least 24 hours prior to the Closing Date or each Option Closing Date, against payment as the case may be. (d) The Company agrees to the withholding of a portion of the Purchase Price thereforpayment for the Firm Securities equal to 100% of the shortfall of the subscription monies for the Directed American Depositary Shares (the “DSP Reserved Payment”). The Firm Designated Underwriter (including its affiliates) has the right on or after the Closing Date to (a) dispose of the Directed American Depositary Shares that the Participants fail to pay for and Additional accept delivery of, and (b) deduct from the DSP Reserved Payment an amount as agreed with the Company to cover (i) any losses caused by the failure of any Participant to pay for and accept delivery of Directed American Depositary Shares shall be delivered through that the facilities Participant agreed to purchase (including without limitation any funding cost incurred by the Designated Underwriter (including its affiliates) resulting from the advance of The Depository Trust Companyfunds beginning on the Closing Date until the receipt of the proceeds by the Designated Underwriter (including its affiliates) from the disposition of such Directed American Depositary Shares), or (ii) any transaction, stamp, capital or other issuance, registration, transaction, transfer, withholding or other taxes or duties incurred by the Designated Underwriter (including its affiliates) in connection with the Directed Share Program, pursuant to the indemnification under Section 9 hereof.

Payment and Delivery. (a) Payment for the Firm Shares Underwritten Units shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Underwritten Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]March 26, 20102021, or at such other time on the same or such other date, no not later than five business days after April 2, 2021, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares Units shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.May 20, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2021, as shall be designated in writing by the Underwriters. Representatives. (c) The time Underwritten Units and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Units shall be in definitive form and registered in such name or names and in such denominations as you the Representatives shall request in writing not later than one full business day (1) Business Day prior to the Closing Date or the applicable Option Closing Date, as the case may be. If delivery is not made through the facilities of The Depository Trust Company (“DTC”), the Company will permit the Representatives to examine and package the Underwritten Units for delivery, at least one (1) Business Day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Underwritten Units and the Additional Shares Units shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Public Units to the Underwriters duly paidpaid by the Company, against payment of the Purchase Price therefor. The Firm Shares and . (d) If the option provided for in this Section 4 hereof is not exercised prior to the Closing Date, the Company will deliver the Additional Shares Units (at the expense of the Company) to the Representatives on the date specified by the Representatives (which shall be delivered at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the facilities Representatives of The Depository the Purchase Price thereof to the Trust CompanyAccount as described above. If settlement for the Additional Units occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for such Additional Units, and the obligation of the Underwriters to purchase such Additional Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 5 hereof.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—]July 26, 20102023, or at such other time on the same or such other date, no later than five business days after date as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing agreed by the UnderwritersRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series B Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you Ladenburg through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

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

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]November 19, 20102012, or at such other location and time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date”. Certificates ” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Delivery of the Units shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Shares Units and the Additional Shares Units shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in definitive form immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by each Underwriter. The Firm Units and the Additional Units shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

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

Payment and Delivery. (a) Payment for the Firm Primary Shares that the Underwriters agree to purchase hereunder shall be made to the Company by the wire transfer of immediately available funds to the order of bank account designated by the Company at 7:00 a.m., Pacific Time, on January [__], 2011 (unless postponed in accordance with the provisions of Section 9 hereof), or at the time, date (not later than seven full business days thereafter) and place agreed upon by the Representative and the Company, against delivery of such Firm Shares to the Representative for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other of the Primary Shares in the form of certificates for the securities comprising the Primary Shares. The date and time on the same or such other date, no later than five business days after the date of this Agreement payment and delivery (which may be postponed as the Underwriters and the Company may agree upon provided in writing. The time and date of such payment Section 9 hereof) are hereinafter sometimes referred to below as the “First Closing Date.” ” (b) Payment for any Additional the Over-Allotment Shares that the Underwriters have the right to purchase hereunder shall be made to the Company by the wire transfer of immediately available funds to the order of bank account designated by the Company at the time or times and on the date or dates specified in the notice or notices delivered by the Representative against delivery of such Additional Shares to the Representative for the respective accounts of the several Underwriters at [—] a.m., New York City time, on of the date specified Over-Allotment Shares in the notice described in Section 2 or at such other time on form of certificates for the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following securities comprising the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersOver-Allotment Shares. The time dates and date times of such payment these payments and deliveries are hereinafter herein singularly or collectively sometimes referred to as the “Option Additional Closing Date”. Certificates for .” The term “Closing Date” refers to both the Firm Shares First Closing Date and the Additional Closing Date. (c) You, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment to the Company for Shares to be purchased by any Underwriter whose funds shall not have been received by you at the date of payment therefor for the account of that Underwriter. Any payment by the Representative shall not relieve that Underwriter from any of its obligations hereunder. (d) The certificates for the Shares shall be in definitive form and registered in such the name or names and shall be in such the denominations you, as you shall request in writing not later than Representative, designate at least one full business day prior to the Closing Date or the Option First Closing Date, as in the case may be. The certificates evidencing of the Firm Shares Primary Shares, and the at least one full business day prior to any Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as in the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of Over-Allotment Shares. The Company agrees to cause certificates for the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through pursuant to this Agreement at your offices, at the facilities offices of The Depository Trust Company, New York, New York, or at such other places as may be designated by you as Representative, and to be made available for checking and packaging at one of the above offices or such other places as may be designated by you as the Representative at least one full business day prior to the First Closing Date in the case of the Primary Shares, and at least one full business day prior to any Additional Closing Date, in the case of the Over-Allotment Shares.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on November [—14], 20102017, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [●], 2017, as the Underwriters shall be mutually agreed upon between you and the Company may agree upon in writingCompany. The time and date of such payment are hereinafter referred to as the “First Closing Date.” Payment for any Additional Shares Optional Securities shall be made to the Company by the wire transfer of Selling Shareholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Optional Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement●], as shall be designated in writing by the Underwritersyou. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Optional Securities shall be delivered in definitive form and book entry form, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the First Closing Date or the Option applicable Optional Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Optional Securities shall be delivered to you through the facilities of the Depositary Trust Company (“DTC”) on the First Closing Date or the Option an Optional Closing Date, as the case may be, for the respective accounts account of such Underwriter, against payment by or on behalf of such Underwriter of the several Underwriterspurchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company, with any transfer taxes payable in connection with the transfer of the Offered Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares First Closing Date and Additional Shares shall be delivered through each Optional Closing Date, if any, are sometimes herein referred to as the facilities of The Depository Trust Company“Closing Date”.

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

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Selling Shareholder shall be made to the Company by the wire transfer of (as agent for such Selling Shareholder) in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs in the manner contemplated herein for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—•], 2010, 2019 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [•], 2019, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company by (as agent for the wire transfer of applicable Selling Shareholder) in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs in the manner contemplated herein for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 ‎3 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the Underwritersyou. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you in the manner contemplated herein on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Underwriters may withhold from the Purchase Price any amounts required to be withheld by law. Without prejudice to the foregoing, the Company and the Selling Shareholders acknowledge and agree that the Company will account to HM Revenue and Customs or the appropriate party for any United Kingdom stamp duty or stamp duty reserve tax that may arise in connection with the transfer to the Depositary (or its agent or nominee) of the Shares to be represented by the ADSs (including any Additional ADSs) to be sold by the Selling Shareholders and Additional Shares that the cost of such stamp duty or stamp duty reserve tax shall be delivered through borne by the facilities applicable Selling Shareholders by (i) the Company retaining an amount equal to such stamp duty or stamp duty reserve tax from any Purchase Price received by the Company as agent for such Selling Shareholders and (ii) otherwise by the Selling Shareholder promptly reimbursing the Company in respect of The Depository Trust Companysuch stamp duty or stamp duty reserve tax.

Payment and Delivery. (a) Payment for the Firm Shares shall be made to the Company by the wire transfer of in immediately available funds to the order account specified to the Representatives by the Forward Sellers (with respect to any Borrowed Shares) and the Corporation (with respect to any Corporation Shares) in connection with a closing (i) in the case of the Company Underwritten Shares, at the offices of Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York City time, on March 9, 2018, or at such other time or place on the same or such other date as the Representatives, the Forward Sellers and the Corporation may agree upon in writing or (ii) in the case of any Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “First Time of Delivery,” and the time and date for such payment for the Option Shares, if not the First Time of Delivery, is herein called the “Option Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.” (b) Payment for the Shares to be purchased on the First Time of Delivery or the Option Time of Delivery, if any, as the case may be, shall be made against delivery of such Firm Shares to the Representatives for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or to be purchased on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 Time of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several UnderwritersDelivery, with any transfer taxes payable in connection with the transfer sale of such Shares duly paid by the Corporation (with respect to any Corporation Shares). Delivery of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., New York City time, on the Business Day prior to the First Time of Delivery or the Option Time of Delivery, as the case may be. (c) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto shall be delivered at the offices of Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be mutually agreed upon by you and the Corporation. For the purposes of this Section 6, “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York or Charlotte, North Carolina are generally authorized or obligated by law or executive order to close.

Payment and Delivery. Payment for the Firm Shares to be sold (i) by the Company shall be made to the Company and (ii) by the Selling Shareholders shall be made to American Stock Transfer & Trust Company, LLC, as transfer agent to the Company, which shall promptly wire transfer of the funds to ESOP Management and Trust Services Ltd. (the “Paying Agent”), in Federal or other funds immediately available funds in New York City; in each case, without any deduction or withholding of any taxes, to the order of the Company be transferred thereby to such Seller, against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102020, or at such other time on the same or such other date, no not later than five business days after [ ], 2020, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Paying Agent shall hold the funds pending release to such Selling Shareholder(s) of the balance of the payment due to such payee that is not so withheld (if any) together with a duly signed confirmation of the taxes that were withheld, all in accordance with the provisions of the Paying Agent Agreement executed as of even date herewith in the form attached hereto as Exhibit D. Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you Xxxxxx Xxxxxxx & Co. LLC on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable and (ii) any withholding required by law, in each case, paid or withheld by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companypaid or withheld.

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]August 18, 20102009, or at such other location and time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Payment for any Additional Shares Delivery of the Units shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Underwriters for the respective accounts of the several Underwriters at [—] a.m., New York City time, against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Sellers by wire transfer payable in immediately available funds to the account or accounts designated by the Sellers. Delivery of the Firm Units and the Option Units shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 3 or at such other location and time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares Units and the Additional Shares Units shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 201020 , or at such other time on the same or such other date, no not later than five business days after the date of this Agreement , 20 , as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of Selling Stockholders in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement20 , as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—]December 14, 20102020, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 24, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2020, as shall be designated in writing by the Underwriters. The time and date of such payment are and delivery is hereinafter referred to as the “Option Closing Date”. Certificates .” Payment for the Firm Shares and the any Additional Shares Securities shall be made by wire transfer of immediately available funds to the Trust Account against delivery to the Underwriters of the security entitlements in definitive respect of such Additional Securities through the facilities of DTC or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Additional Securities. Such payment for and delivery of Additional Securities shall be made at 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or such other date, not later than the third business day after the date specified in such notice, as shall be designated in writing by the Underwriters. Any Securities purchased hereunder shall be registered in such names and in such denominations as you the Underwriters shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

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

Payment and Delivery. Payment and delivery for the Firm Shares Units shall be made to at the Company by the wire transfer office of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 at [—] 9:00 a.m., New York City Houston time, on [—]April 6, 2010, or at such other location and time on the same or such other date, no not later than five the fifth business days after day thereafter, as may be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter referred to as the “Initial Closing Date”; each day, if any, that Additional Units are to be purchased is hereinafter referred to as an “Option Closing Date” and the Initial Closing Date and any Option Closing Date are each sometimes referred to as a “Closing Date.” Payment for any Additional Shares Delivery of the Units shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Underwriters for the respective accounts of the several Underwriters at [—] a.m., New York City time, against payment by the several Underwriters of the Purchase Price thereof to or upon the order of the Partnership by wire transfer payable in immediately available funds to the account or accounts designated by the Partnership. Delivery of the Firm Units and the Additional Units shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment for any Additional Units shall be made to the Partnership by wire transfer in immediately available funds to the account or accounts designated by the Partnership on the date specified in the corresponding notice described in Section 2 or at such other location and time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the tenth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall may be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares Units and the Additional Shares Units shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Initial Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts account of the several Underwriterseach Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—]November 18, 20102013, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentatives. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 13, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 20102019, or at such other time on the same or such other date, no not later than five business days after , 2019, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company in Federal or other funds immediately available in New York City to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m._________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the UnderwritersRepresentative. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Representative on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment Delivery and payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m.10:00 A.M., New York City time, on [—], 2010, the third Business Day (or the fourth Business Day if pricing occurs after 4:30 p.m.) following the date hereof (unless postponed in accordance with the provisions of Section 9) or at such other time on the same or such other date, no not later than five business days 10 Business Days after such date as shall be agreed upon by the date of this Agreement as the Underwriters Representative and the Company may agree at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which the major stock exchanges in writingNew York, New York are not open for business. The time hour and date of such delivery and payment are hereinafter referred to as for the Firm Securities is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Securities is referred to herein as the “Closing.” Payment for any Additional Shares the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds of the purchase price for the Firm Securities (less expense reimbursements pursuant to Section 5(b) this Agreement) to the Company by the wire transfer upon delivery to you of immediately available funds certificates (in form and substance satisfactory to the order Underwriters) representing the Firm Securities (or through the full fast transfer facilities of the Depository Trust Company against delivery of such Additional Shares (“DTC”)) for the respective accounts account of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Securities shall be in definitive form and registered in such name or names and in such authorized denominations as you shall the Representative may request in writing not later than one full business day at least two Business Days prior to the Closing Date or Date. The Company will permit the Option Representative to examine and package the Firm Securities for delivery, at least one full Business Day prior to the Closing Date, as the case may be. The certificates evidencing Company shall not be obligated to sell or deliver the Firm Shares and Securities except upon tender of payment by the Additional Shares shall be delivered to you on Representative for all the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanySecurities.

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

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on October [—●], 20102018, or at such other time on the same or such other date, no not later than five ten business days after the date of this Agreement Closing Date, as shall be designated in writing by the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment of the Firm Shares Investment Adviser Payment shall be made to KBW, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by KBW at the Closing Date, or at such other time on the same or such other date as shall be designated in writing by the Representative. Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.●], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2018, as shall be designated in writing by the UnderwritersRepresentative, at a purchase price equal to the Public Offering Price less the per share amount of any dividend or other distribution declared by the Company on the Common Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates .” Payment of the Additional Shares Investment Adviser Payment shall be made to KBW, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by KBW at the Option Closing Date. The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representative through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment of the purchase price for the Firm Shares Units shall be made to the Company Partnership by the Federal Funds wire transfer against electronic delivery of immediately available funds the Firm Units in book-entry form to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered Representatives through the facilities of The Depository Trust CompanyCompany (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on March 4, 2011 (the “Closing Date”) (unless another time shall be agreed to by the Representatives and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the “time of purchase.” Delivery of the Firm Units shall be made in book-entry form through the Full Fast Program of the facilities of DTC unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters. Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in the same manner as the payment for the Firm Units. If settlement for the Additional Units occurs after the Closing Date, the Partnership will deliver to the Underwriters on the settlement date for the Additional Units, and the obligation of the Underwriters to purchase the Additional Units shall be conditioned upon receipt of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the documents described in Section 6 hereof with respect to the purchase of the Firm Units and any purchase of Additional Units shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., Houston, Texas time, on the Closing Date and the date of the closing of any purchase of Additional Units.

Payment and Delivery. Payment (a) Delivery of and payment for the Firm Shares Shares, in the form of ADSs, if and to the extent instructed by you, shall be made to at the Moscow offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx (the “Closing Location”) at 1:00 p.m., Moscow time, November 3, 2004, or such later time and date (not later than the date that is seven days later) as you, the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company Selling Shareholders may agree upon or as provided in writingSection 10. The time and date of such delivery of and payment are hereinafter for the Firm Shares is referred to in this Agreement as the “First Closing Date.” Payment ” (b) If the Option is exercised in whole or in part on or before the second business day prior to the First Closing Date, delivery of and payment for the relevant Additional Shares, in the form of ADSs, if and to the extent instructed by you, shall be made at the same time as delivery of and payment for the Firm Shares. In connection with any exercise of the Option after the second business day prior to the First Closing Date, delivery of and payment for the relevant Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of at such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the time and date specified as you shall designate in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice delivered pursuant to Section 2 of this Agreement1(d), as which date shall be designated in writing by the Underwritersat least two business days and not more then five business days after such notice. The time and date of such delivery of and payment are hereinafter for any Additional Shares is referred to in this Agreement as the an “Option Closing Date,” and the First Closing Date and any Option Closing Date are sometimes referred to in this Agreement as a “Closing Date.”. Certificates (c) In order for payment for the Company Firm Shares to be made in Russian rubles, as specified in Section 2(d) hereof, you shall send the instruction attached hereto as Annex E via SWIFT (form MT299) to ZAO Raiffeisenbank Austria (“RZB”) instructing RZB to convert the Purchase Price multiplied by the number of Company Firm Shares into Russian rubles. You shall permit and instruct RZB to provide the Company with a written notice of such transactions immediately after they become available, specifying the amount converted and the exchange rate used. If, for any reason, on the First Closing Date, the Offered Shares are not delivered to you in accordance with Section 2 hereof, you may, at your discretion, undertake thereafter for RZB to convert these amounts from Russian rubles into U.S. dollars at the best rate of exchange available to RZB. If, after such conversion, there is a shortfall between (x) the amount in U.S. dollars that you have received as a result of this conversion; and (y) the amount of the Purchase Price in U.S. dollars multiplied by the number of the Company Firm Shares, then, promptly after receiving notice of such shortfall from you, the Company will transfer or procure the transfer to you of an amount equal to the amount of such shortfall in U.S. dollars, or an equivalent amount in Russian rubles, if the Company is prohibited from transferring such amount in U.S. dollars. (d) Payment for the Company Firm Shares shall be made by you (or your agent) on behalf of the Underwriters in Russian rubles in the amount equal to the Purchase Price multiplied by the number of Company Firm Shares converted as described in Section 2(c) above on the First Closing Date in same-day funds by wire transfer to the Company Xxxxx Account (as defined in Section 3(v) below) and payment for the Selling Shareholder Firm Shares shall be made by you on behalf of the Underwriters in an amount equal to the Purchase Price multiplied by the number of Selling Shareholder Firm Shares in U.S. dollars, in Federal (same-day) funds by wire transfer to the External Escrow Account (as defined in Section 6(g) below), for further transfer of such proceeds in Russian rubles to the respective accounts of those Selling Shareholders who are Russian residents within the meaning of Russian currency control regulations, as provided in the External Escrow Agreement, in each case against delivery by the Company and the Selling Shareholders of such Firm Shares on the First Closing Date as set forth in paragraph (e) below, or in such other manner as may be agreed by you, the Company and the Selling Shareholders. Payment of the purchase price for the Additional Shares shall be made at the additional time of purchase in the same manner as the payment for the Selling Shareholder Firm Shares. It is understood and agreed that no delivery or transfer of Offered Shares to be purchased and sold hereunder at any Closing Date shall be effective unless and until payment therefor has been made pursuant hereto and each of the Company, the Selling Shareholders, Euroclear Bank S.A./N.V., Clearstream Banking société anonyme and The Depository Trust Company (“DTC”) shall have furnished or caused to be furnished to you on behalf of the Underwriters at such Closing Date certificates and other evidence reasonably satisfactory to you of the execution in favor of the Underwriters of the book-entry transfer of the relevant ADSs, if and to the extent you have instructed that the Offered Shares should be delivered in the form of ADSs. The Underwriters’ payment obligations hereunder in respect of the Company Firm Shares to be purchased by the Underwriters on the First Closing Date shall be fully discharged upon the receipt of the payment within the Company Xxxxx Account, as confirmed by the Moscow Escrow Agent, as such terms are defined in Section 3(v) hereof. The Underwriters’ payment obligations hereunder in respect of the Selling Shareholder Firm Shares and the Additional Shares to be purchased by the Underwriters on the relevant Closing Date shall be fully discharged upon the receipt of the relevant payment within the External Escrow Account, as confirmed by the External Escrow Agent, as such terms are defined in Sections 6(g) and 4(b) hereof, respectively. (f) If and to the extent you have instructed that the Offered Shares should be delivered in the form of ADSs, any ADRs evidencing such ADSs representing such Offered Shares shall be delivered by or on behalf of the Company and/or the Selling Shareholders to you against payment therefor as set forth in paragraph (d) above through the book entry facilities of DTC. ADR certificates shall be delivered in definitive form and registered in such names and in such denominations as you shall request in writing writing. The Company and/or the Selling Shareholders agree to have the relevant ADR certificates available for inspection and checking by you at the Closing Location not later than one full 6:00 p.m., Moscow time, on the business day prior to the Closing Date or the Option relevant Closing Date. Any Offered Shares to be delivered otherwise than in the form of ADSs shall be delivered in such manner as you, the Company and the Selling Shareholders shall agree. (g) You will take all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and will take no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any way differing from, the description of such disposition in the Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of Proceeds and Registration of Placement Report” and “Escrow of Proceeds and Registration of Placement Report.” (h) You will take no action to close the accounts contemplated by the External Escrow Agreement (as defined in Section 4(b) below) and the Moscow Escrow Agreements (as defined in Section 3(v) below) or to amend the terms of those agreements without the consent of all parties to the relevant agreements. (i) You will deposit the difference between (i) the aggregate proceeds to you from the sale of the Offered Shares (in the form of ADSs or otherwise) (without any withholding, deduction or set-off) and (ii) the amount of the Purchase Price multiplied by the number of Offered Shares in an escrow account in accordance with, and shall dispose of such funds only in accordance with, the External Escrow Agreement. (j) You will, if the Placement Report has not been registered by the Federal Service for the Financial Markets of the Russian Federation or its appropriate regional department or its or their legal predecessors, as the case may be. The certificates evidencing be (the Firm Shares “FSFM”) on or before January 2, 2005, (i) under the terms of the External Escrow Agreement (as such term is defined in Section 4(b) hereof), procure that the External Escrow Agent (as such term is defined in Section 4(b)) irrevocably and immediately transfer to the Depositary, and you will abandon all claims to, the amounts deposited in escrow pursuant to Section 2(h) hereof, and (ii) assign to the Depositary all rights to the proceeds to the Company and the Additional Shares Selling Shareholders from the sale of the Offered Shares, it being understood that this clause (h) shall in no way limit your rights to recover damages from the Company and the Selling Shareholders. (k) The documents to be delivered to you on the First Closing Date by or on behalf of the Option parties hereto pursuant to Section 8 hereof will be delivered at the Closing Location on the First Closing Date. A meeting will be held at the Closing Location at 3:00 p.m., Moscow time on the business day prior to the First Closing Date, as at which meeting the case may be, for the respective accounts final drafts of the several Underwriters, with any transfer taxes payable documents referred to in connection with the transfer preceding sentence will be available for review by the parties hereto. (l) Upon your authorization of the Shares to release of the Offered Shares, the Underwriters duly paid, against payment propose to offer the Offered Shares (in the form of ADSs or otherwise) for sale upon the Purchase Price therefor. The Firm Shares terms and Additional Shares shall be delivered through conditions set forth in the facilities of The Depository Trust CompanyFinal Prospectus.

Payment and Delivery. (a) Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after fourth New York Business Day following the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “First Closing Date”.” (b) Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., the fifth New York City time, three (3) business days Business Day following the date of the Underwriters provide the Company with notice pursuant to Section 2 exercise of this Agreementsuch option, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Optional Closing Date” (each of the First Closing Date and the Optional Closing Date, if any, being sometimes referred to as a “Closing Date.”. ) (c) Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Company shall be delivered by or on behalf of the Company to you you, as Representative, through the facilities of the Depository Trust Company (“DTC”) on the Closing Date or the Option such Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. purchase price therefor set forth in this Agreement. (d) The Firm documents to be delivered at such Closing Date by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and Additional Shares shall any additional documents requested by the Underwriters pursuant to Section 7 hereof, will be delivered through at the facilities offices of The Depository Trust Xxxxxx & Xxxxxxx, 000 00xx Xxxxxx, X.X., Xxxxxxxxxx D.C. 2004 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Closing Date. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. A Closing Date and the location of delivery of the Shares may be varied by agreement among you and the Company.

Payment and Delivery. Payment for the Firm Shares Units to be sold by the Partnership shall be made to the Company Partnership in Federal same day funds by the wire transfer of immediately available funds to a bank account reasonably acceptable to the order of Partnership and the Company Underwriters against delivery of such Firm Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on [—PROPOSED CLOSING DATE (T+3)], 20102015, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [FIVE BUSINESS DAYS AFTER PROPOSED CLOSING DATE], 2015, as the Underwriters and the Company may agree upon shall be designated in writingwriting by Xxxxxxx Xxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Units shall be made to the Company Partnership in Federal same day funds by the wire transfer of immediately available funds to a bank account reasonably acceptable to the order of Partnership and the Company Underwriters against delivery of such Additional Shares Units for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.TEN BUSINESS DAYS AFTER EXPIRATION OF GREENSHOE], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2015, as shall be designated in writing by the UnderwritersXxxxxxx Xxxxx. The time Firm Units and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Units shall be in definitive form and registered in such names and in such denominations as you Xxxxxxx Xxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Units and the Additional Shares Units shall be delivered to you Xxxxxxx Xxxxx on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Units to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Delivery of the Units shall be delivered made through the facilities of The Depository Trust CompanyCompany (“DTC”) for the accounts of the Underwriters.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 20102006, or at such other time on the same or such other date, no later than five [five] business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing DateCLOSING DATE.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. OPTION CLOSING DATE.” Certificates for the Firm Shares Securities and the Additional Shares Securities shall be in definitive form and registered in such names and in such denominations aggregate principal amount as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares Securities and Additional Shares Securities shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares and the Additional Shares (if the option provided for in Section 2 hereof shall have been exercised on or before the third business day immediately preceding the Closing Date) shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—●], 20102015, or at such other time on the same or such other date, no not later than five three business days after the date of this Agreement foregoing date, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to herein as the “Closing Date.” Payment If the option provided for in Section 2 hereof is exercised after the third business day immediately preceding the Closing Date, payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later less than [—] a.m., New York City time, three (3) nor more than 10 business days following the date the Underwriters provide the Company with notice pursuant to Section 2 after exercise of this Agreementsaid option, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. (a) Payment for the Firm Shares to be sold by the Company shall be made to the Company in federal or other funds immediately available in New York City or such other place to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 11:00 a.m., New York City time, on [—]May 17, 20102024, or at such other time on the same or such other date, no later than five business days after as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date or an Option Closing Date.” ” (b) Payment for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City or such other place to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) ten full business days following the date the Underwriters provide the Company with after written notice pursuant of election to Section 2 of this Agreement, purchase Additional Shares is given as shall be designated in writing by the Underwriters. Representative. (c) The time Shares to be issued and date of such payment are hereinafter referred allotted to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares each Underwriter shall be delivered in definitive form book entry form, and in such denominations and registered in such names and in such denominations name as you shall the Representative may request in writing not later than one full business day prior to the Closing Date or the an Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Such Shares shall be delivered by or on behalf of the Company to you the Representative through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal or other immediately available funds to the account(s) specified by the Company to the Representative on the Closing Date or the an Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representative. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller by wire transfer to bank accounts designated by the Company (as to Firm Shares sold by the wire transfer of Company) and by the applicable Custodian (as to Firm Shares sold by any Selling Stockholder) in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to the Manager for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]December 22, 20102009, or at such other time on the same or such other date, no not later than five business days after December 31, 2009, as shall be designated by the date of this Agreement as the Underwriters and the Company may agree upon Manager in writing. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.January 25, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2010, as shall be designated in writing by the UnderwritersManager. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Manager on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. Time shall be of the essence, and delivery of the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and each Selling Stockholder shall deliver its portion of the Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanyDTC not later than 1:00 p.m. Eastern Standard Time, one business day prior to each Closing Date, unless the Manager shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the security entitlements in respect of the Firm Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of such certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares Securities. Such payment for the respective accounts and delivery of the several Underwriters Firm Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on [—●], 20102021, or at such other time on the same or such other date, no not later than five business days after [●], 2021, as shall be agreed upon in writing by the date of this Agreement as the Underwriters Company and the Company may agree upon in writingUnderwriters. The time and date of such payment are and delivery is hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of immediately available funds to the order Trust Account against delivery to the Underwriters of the Company against delivery security entitlements in respect of such Additional Shares Securities through the facilities of DTC or, if the Underwriters shall have otherwise instructed, against delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing such Additional Securities. Such payment for the respective accounts and delivery of the several Underwriters Additional Securities shall be made at [—] a.m., 10:00 a.m. New York City time, on the date specified in the corresponding notice described in Section 2 hereof, or at such other time on the same or on such other date, in any event not later than the [—third] a.m., New York City time, three (3) business days following day after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementspecified in such notice, as shall be designated in writing by the Underwriters. The time and date In addition to the conditions provided for in Section 5(m), payment by the Underwriters for any Additional Securities to be purchased on an Option Closing Date shall be contingent on the payment by the Sponsor to the Trust Account of the following amount at least one business day prior to such payment are hereinafter referred to as the “Option Closing Date”. Certificates : an amount equal to such portion of the gross proceeds from the Private Placement Warrants sold by the Company to the Sponsor on such Option Closing Date as would cause the amount in the Trust Account (after giving effect to the amounts previously deposited in the Trust Account, the payment for such Additional Securities and such Sponsor payment) to equal the Firm Shares product of the number of Securities so far sold hereunder (including such Additional Securities) and the Additional Shares Public Offering Price per Unit. Any Securities purchased hereunder shall be in definitive form and registered in such names and in such denominations as you the Underwriters shall request in writing not later than at least one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing Purchase Price payable by the Firm Shares and the Additional Shares Underwriters shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—________ __, 1999[4 DAYS AFTER DATE OF AGREEMENT], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ________ __, 1999[5 DAYS AFTER DATE OF AGREEMENT], as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” ". Payment for any Additional Shares shall be made to [the Company by the wire transfer of Company][each Seller] in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 4 or at such other time on the same or on such other date, in any event not later than [—] a.m.________ __, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999[10 DAYS AFTER OPTION EXPIR.], as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”". Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. (a) Payment for the Firm Shares to be sold by the Company shall be made to the Company in federal or other funds immediately available in New York City or such other place to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 11:00 a.m., New York City time, on [—▪], 20102024, or at such other time on the same or such other date, no not later than five business days after [▪], 2024, as shall be designated in writing by the date of this Agreement as the Underwriters and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date or an Option Closing Date.” ” (b) Payment for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City or such other place to the account specified by the wire transfer of immediately available funds Company to the order Underwriters at least forty-eight hours in advance of the Company such payment against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) ten full business days following the date the Underwriters provide the Company with after written notice pursuant of election to Section 2 of this Agreement, purchase Additional Shares is given as shall be designated in writing by the Underwriters. Representative. (c) The time Shares to be issued and date of such payment are hereinafter referred allotted to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares each Underwriter shall be delivered in definitive form book entry form, and in such denominations and registered in such names and in such denominations name as you shall the Representative may request in writing not later than one full business day prior to the Closing Date or the an Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Such Shares shall be delivered by or on behalf of the Company to you the Representative through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal or other immediately available funds to the account(s) specified by the Company to the Representative on the Closing Date or the an Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representative. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on April [—•], 20102011, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [•], 2011, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares to be sold by each Seller shall be made to the Company by the wire transfer of such Seller in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.•], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2011, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares paid and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of in Federal or other immediately available funds to the order of such account or accounts as may be designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]November 18, 2010, 2021 or at such other time on the same or such other date, no not later than five business days after the date of this Agreement November 23, 2021, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in Federal or other immediately available funds to the order of such account or accounts as may be designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.December 15, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2021, as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with . The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paidpaid and (ii) any withholding required by law, against payment except for (A) any withholding imposed on an Underwriter by reason of any connection between the Underwriter and a taxing jurisdiction, other than entering into this Agreement, receiving payments hereunder, performing its obligations hereunder or enforcing its rights hereunder, or (B) any withholding imposed by reason of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through failure by an Underwriter to comply with a request to provide certification, information, documents or other evidence concerning the facilities nationality, residence, identity or status of The Depository Trust Companythe Underwriter, to make any declaration or similar claim or to satisfy any other reporting requirement required by a statute, treaty, regulation or administrative practice of the jurisdiction imposing such withholding or taxes as a precondition to exemption from all or part of such withholding or taxes.

Payment and Delivery. Payment (i) The Class A common stock to be purchased by each Underwriter hereunder, in book-entry form in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company (“DTC”), for the Firm Shares account of such Underwriter. Any transfer taxes payable in connection with the transfer of the Securities to the Underwriters shall be made to duly paid, against payment by or on behalf of such Underwriter of the Company purchase price therefor by the wire transfer of immediately available Federal (same-day) funds to the order of account specified by the Company against delivery to the Representative at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares for the respective accounts of the several Underwriters at [—] Shares, 9:30 a.m., New York City time, on [—]December 5, 2010, 2022 or at such other time on the same or such other date, no later than five business days after the and date of this Agreement as the Underwriters Representative and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made , and, with respect to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] Option Shares, 9:30 a.m., New York City time, on the date specified by the Representative in each written notice given by the notice described in Section 2 Representative of the Underwriters’ election to purchase such Option Shares, or at such other time on and date as the same Representative and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Closing Date”, each such time and date for delivery of the Option Shares, if not the First Closing Date, is herein called a “Second Closing Date”, and each such time and date for delivery is herein called a “Closing”. (ii) The documents to be delivered at each Closing by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at the offices of Xxxxxxxx Xxxxxxxx & Schole LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Closing Location”), and the Class A common stock to be purchased by each Underwriter hereunder will be delivered to the Representative, through the facilities of the DTC, for the account of such other date, in any event not later than [—] Underwriter at such Closing. A meeting will be held at the Closing Location at 10:00 a.m., New York City time, three (3) business days following on the date New York Business Day next preceding such Closing, at which meeting the Underwriters provide final drafts of the Company with notice documents to be delivered pursuant to Section 2 the preceding sentence will be available for review by the parties hereto. For the purposes of this AgreementSection 3, as “New York Business Day” shall be designated mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in writing New York City are generally authorized or obligated by the Underwriters. The time and date of such payment are hereinafter referred law or executive order to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companyclose.

Payment and Delivery. Payment for Subject to the Firm Shares terms and conditions hereof, payment of the purchase price for, and delivery of certificates for, the Securities shall be made to at the Company office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as shall be agreed upon by you and the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters Company), at [—] a.m.10:00 A.M., New York City time, on [—]November 17, 2010, or at such other 2008 (unless another time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters shall be agreed to by you and the Company may agree upon Company). Subject to the terms and conditions hereof, payment of the purchase price for the Securities (adjusted in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares manner set forth below) shall be made to the Company in the manner set forth below by the Federal Funds wire transfer of immediately available funds to the order of the Company transfer, against delivery of such Additional Shares certificates for the respective accounts Shares, through the facilities of The Depository Trust Company (“DTC”) and certificates for the Warrants, to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agents may request at least one business day before the time of purchase. Payment of the several Underwriters purchase price for the Securities to be purchased by Investors shall be made at [—] a.m.the time of purchase by such Investors directly to the Company. The time at which such payment and delivery are to be made is hereinafter sometimes called the “time of purchase.” At the time of purchase, the Company shall deliver to the Placement Agents, by Federal Funds wire transfer, an amount in cash equal to the sum of the aggregate Agency Fee and the Placement Agents’ bona fide estimate of the amount, if any, of expenses for which the Placement Agents are entitled to reimbursement pursuant hereto, which estimate shall be evidenced by expense reimbursement invoices provided by the Placement Agents to the Company prior to the time of purchase. As soon as reasonably practicable after the time of purchase, the Company or the Placement Agents, as applicable, shall make any necessary reconciling or additional payment(s) with respect to such estimate in order to effect the reimbursement to which the Placement Agents are entitled pursuant hereto. Electronic transfer of the Shares shall be made at the time of purchase in such names and in such denominations as a Placement Agent shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A.M., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer closing of the Shares to the Underwriters duly paid, against payment purchase of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust CompanySecurities.

Payment and Delivery. Payment for the Firm Shares shall (i) The Securities to be made to the Company purchased by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on [—], 2010, or at such other time on the same or such other date, no later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other dateeach Underwriter hereunder, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated book-entry form in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form authorized denominations and registered in such names and in such denominations as you shall may request in writing not later than one full business day upon at least forty-eight hours’ prior notice to the Closing Date or the Option Closing DateCompany, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered by or on behalf of the Company to you on you, through the Closing Date or facilities of the Option Closing Date, as the case may beDepository Trust Company (“DTC”), for the respective accounts account of the several Underwriterssuch Underwriter, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the Purchase Price thereforpurchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to you at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [ Ÿ ], 2013 or such other time and date as you and the Company may agree upon in writing, and, with respect to the Option Shares, 9:30 a.m., New York City time, on the date specified by you in each written notice given by you of the election to purchase such Option Shares, or such other time and date as you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Closing Date”, each such time and Additional Shares shall date for delivery of the Option Shares, if not the First Closing Date, is herein called a “Second Closing Date”, and each such time and date for delivery is herein called a “Closing”. (ii) The documents to be delivered at each Closing by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(j) hereof, will be delivered at the offices of the Company, and the Securities will be delivered to you, through the facilities of The Depository Trust Companythe DTC, for the account of such Underwriter, all at such Closing.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares ADSs to the Managers for the respective accounts of the several Underwriters at [—] 9:00 a.m., New York City time, on [—]·, 20102013, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ·, 2013, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares ADSs shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.·, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2013, as shall be designated in writing by the Underwritersyou. The time Firm ADSs and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares ADSs shall be in definitive form and registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares ADSs and the Additional Shares ADSs shall be delivered to you the Managers on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes or duties payable in connection with the transfer of the Shares Offered ADSs to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Offered ADSs at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Offered ADSs through the facilities of The the Depository Trust CompanyCompany unless the Managers shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]March 13, 20102013, or at such other time on the same or such other date, no later than five three (3) business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] 10:00 a.m., New York City time, three (3) business days following the date the Underwriters Representatives provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersRepresentatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. .” Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] a.m.Time], New York City time, on [—Date], 2010, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [Date], as the Underwriters shall be mutually agreed upon between you and the Company may agree upon in writingCompany. The time and date of such payment are hereinafter referred to as the “First Closing Date.” Payment for any Additional Shares Optional Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Optional Securities for the respective accounts of the several Underwriters at [—] a.m.Time], New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business seven days following after the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementso specified, as shall be designated in writing by the Underwritersyou. The time Firm Securities and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares Optional Securities shall be delivered in definitive form and book entry form, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the First Closing Date or the Option applicable Optional Closing Date, as the case may be. The certificates evidencing the Firm Shares Securities and the Additional Shares Optional Securities shall be delivered to you through the facilities of the Depositary Trust Company (“DTC”) on the First Closing Date or the Option an Optional Closing Date, as the case may be, for the respective accounts account of such Underwriter, against payment by or on behalf of such Underwriter of the several Underwriterspurchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Company, with any transfer taxes payable in connection with the transfer of the Offered Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares First Closing Date and Additional Shares shall be delivered through each Optional Closing Date, if any, are sometimes herein referred to as the facilities of The Depository Trust Company“Closing Date”.

Payment and Delivery. (a) Payment for the Firm Shares Securities to be sold by the Company shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—April 2], 20102018, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [April 9], 2018, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares Securities shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares Securities for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.May 9], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2018 as shall be designated in writing by the Underwriters. you. (c) The time and date of such payment are hereinafter referred Offered ADSs to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares be delivered to each Underwriter shall be delivered in definitive form book entry form, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Such Offered ADSs shall be delivered by or on behalf of the Company to you the Representatives through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal or other immediately available funds to the account(s) specified by the Company to the Representatives on the Closing Date or the Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representatives. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Offered Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company(ii) any withholding required by law.

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

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

Payment and Delivery. (a) Payment for the Firm Shares ADSs to be sold by each Selling Shareholder shall be made to the Company by the wire transfer of such Selling Shareholder in Federal or other funds immediately available funds in New York City to the order account(s) specified by such Selling Shareholder to the Representatives at least 48 hours in advance of the Company such payment against delivery of such Firm Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—[ ], 20102020, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement [ ], 2020, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” ” (b) Payment for any Additional Shares ADSs shall be made to such Selling Shareholder, as the Company by the wire transfer of case may be, in Federal or other funds immediately available funds in New York City to the order account(s) specified by such Selling Shareholder to the Representatives at least 48 hours in advance of the Company such payment against delivery of such Additional Shares ADSs for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.[ ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2020 as shall be designated in writing by the Underwriters. you. (c) The time and date of such payment are hereinafter referred Offered ADSs to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares be delivered to each Underwriter shall be delivered in definitive form book entry form, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares Such Offered ADSs shall be delivered by or on behalf of the Selling Shareholders to you the Representatives through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal or other immediately available funds to the account(s) specified by the Selling Shareholders to the Representatives at least 48 hours in advance of such payment on the Closing Date or the Option Closing Date, as the case may be, for or at such other time and date as shall be designated in writing by the respective accounts of Representatives. The Purchase Price payable by the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares Offered Securities to the Underwriters duly paid, against payment of the Purchase Price thereforand (ii) any withholding required by law. The Firm Selling Shareholders will cause the certificates representing the Offered Shares and Additional Shares shall to be delivered through made available for inspection at least 24 hours prior to the facilities of The Depository Trust CompanyClosing Date or Option Closing Date, as the case may be.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder named in Part A of Schedule I shall be made to the Company by the wire transfer such Selling Shareholder named in Part A of Schedule I in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]______________, 20101999, or at such other time on the same or such other date, no not later than five business days after the date of this Agreement ___________, 1999, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Shares shall be made to the Company by the wire transfer Selling Shareholders named in Part B of Schedule I in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m._________________, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement1999, as shall be designated in writing by the UnderwritersU.S. Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. "OPTION CLOSING DATE." Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The In lieu of certificates, the Registrar and Transfer Agent for the Common Stock may make book-entry notations to effect the transfer on its books and records of the Firm Shares and or Additional Shares shall be delivered through Shares, as the facilities of The Depository Trust Companycase may be, from the Selling Shareholders to the Underwriters.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Firm Shares duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—]June 16, 2010, 2022 or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Firm Shares and Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares and Additional Shares Shares, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 8, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, 2022 as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Notes are hereinafter herein referred to as the “Option Closing Date”. Certificates for the Firm Shares .” The Notes and the Additional Shares Notes shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares Notes and the Additional Shares Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Firm Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on [—Ÿ], 20102017, or at such other time on the same or such other date, no later than five business days after date determined by agreement between the date of this Agreement as the Underwriters Fund and the Company may agree upon in writingRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company Fund in Federal or other funds immediately available to a bank account designated by the wire transfer of immediately available funds to the order of the Company Fund against delivery of such Additional Shares, with any transfer taxes payable in connection with the sale of the Shares duly paid by the Company, for the respective accounts of the several Underwriters at [—] a.m., 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m.Ÿ], New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2017, as shall be designated in writing by the UnderwritersRepresentative. The time and date of any such payment for Additional Shares are hereinafter herein referred to as the “Option Closing Date”. Certificates for the .” The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

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

Payment and Delivery. Payment for the Firm Shares shall be made to the Company Sellers by the wire transfer of in immediately available funds to their respective accounts specified in writing by the order of the Company Sellers against delivery of such Firm Shares for the respective accounts account of the several Underwriters Underwriter at [—] the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, 10:00 a.m., New York City timeXxxx xxxx, on [—]xx Xxxxxxxx 0, 20100000, or at such other xx xx xxxx xxher place and time on the same or such other date, no later than five business days after date as shall be designated by the date of this Agreement as the Underwriters and the Company may agree upon in writingUnderwriter. The time and date of such payment are hereinafter referred to as the “"Closing Date.” Payment " The Sellers hereby advise the Underwriter that payment for any Additional Shares sold by the Sellers shall be made by the Underwriter to the Company Sellers by the wire transfer of in immediately available funds to their respective accounts specified in writing by the order of the Company Sellers against delivery of such Additional Shares for the respective accounts of the several Underwriters Underwriter at [—] the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, 10:00 a.m., New York City timeCxxx xxxx, on the date specified in the xx xxx xxxx xxxxxxxxx xx xxx xxxxxxxonding notice described in Section 2 3 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement, as shall be designated in writing by the UnderwritersUnderwriter. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Underwriter on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwritersits account, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters Underwriter duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for the Firm Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares through the facilities of DTC for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]June 17, 20102019, or at such other time on the same or such other date, no later than five three (3) business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares through the facilities of DTC for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m.July 17, New York City time, three (3) business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreement2019, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date”Representatives. Certificates for the Firm Shares and the Additional Shares shall be in definitive form transferred electronically and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Company.

Payment and Delivery. Payment for Delivery of the Firm Shares shall be made by the Selling Stockholders to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Firm Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., against payment by the several Underwriters through the Representatives in Federal or other funds immediately available in New York City timeto the account specified by the Selling Stockholders on October 30, on [—], 20102024, or at such other time on the same or such other date, no not later than five the fifth business days after the date of this Agreement day thereafter, as the Underwriters and the Company Representatives may agree upon designate in writing. The time and date Delivery of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made by the Selling Stockholders to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Additional Shares Representatives for the respective accounts of the several Underwriters at [—] a.m., against payment by the several Underwriters through the Representatives in Federal or other funds immediately available in New York City time, to the account specified by the Selling Stockholders on the date specified in the corresponding notice described in Section 2 3(b) or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) the fifth business days following the date the Underwriters provide the Company with notice pursuant to Section 2 of this Agreementday thereafter, as shall be designated the Representatives may designate in writing by the Underwriterswriting. The time and date of such payment are hereinafter for the Firm Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Additional Shares, if other than the Closing Date, is herein referred to as the “Option Closing Date”. Certificates In addition, subject to the sale of the Firm Shares by the Selling Stockholders to the Representatives for the respective accounts of the several Underwriters in compliance with the terms of this Agreement, payment of the Purchase Price shall be made on the Closing Date by the Company to the Underwriters through the Representatives in Federal or other funds immediately available in New York City to the account specified by the Representatives, against book-entry delivery of the Repurchased Shares to the Company through the facilities of DTC for the account of the Company, or at such other time on the same or such other date, as the Representatives may designate in writing. The Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Representatives on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable by the Selling Stockholders in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Delivery of the Shares shall be delivered made through the facilities Facilities of The Depository Trust CompanyCompany unless the Representatives shall otherwise instruct.

Payment and Delivery. Payment for the Firm Shares Securities to be sold by the Company shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to you for the respective accounts of the several Underwriters of the certificates for the Firm Securities at [—] a.m.the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York City time10017, on [—]xx 0:00 a.m., 2010Xxx Xorx Xxxx xxxx, or at such xx Xxxxxxxx 00, 0000, xx xx xxxx other time on the same or such other date, no not later than five business days after the date of this Agreement as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Shares the Option Securities shall be made to the Company by the wire transfer of in Federal or other funds immediately available funds to the order of the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] a.m., in New York City time, against delivery to Underwriters of the certificates for the Option Securities purchased by the Underwriters on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three (3) 10 business days following after the date expiration of the Underwriters provide the Company with notice pursuant Underwriters' option to Section 2 of this Agreement, purchase Option Securities as shall be designated in writing by the Underwritersyou. The time and date of such payment are hereinafter referred to as the “"Option Closing Date”. Certificates ." The certificates, if any, for the Firm Shares and Securities purchased by the Additional Shares Underwriters shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates certificates, if any, evidencing the Firm Shares and the Additional Shares Securities or Option Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Firm Securities or Option Securities to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares shall be delivered through the facilities of The Depository Trust Companywith respect to such Securities.

Payment and Delivery. Payment for the Firm Shares to be sold by the Company shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Firm Shares to the Manager for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on [—]December 22, 20102009, or at such other time on the same or such other date, no not later than five (5) business days after the date of this Agreement December 22, 2009, as the Underwriters and the Company may agree upon shall be designated in writingwriting by you. The time and date of such payment are hereinafter referred to as the “Initial Closing Date.” The Initial Closing Date and the Option Closing Date are hereinafter sometimes collectively referred to as a “Closing Date.” Payment for any Additional Shares shall be made to the Company by the wire transfer of in federal or other funds immediately available funds to the order of the Company in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at [—] 10:00 a.m., New York City time, on the date specified in the corresponding notice described in this Section 2 4 or at such other time on the same or on such other date, in any event not later than [—] a.m., New York City time, three ten (310) business days following after the date expiration of the Underwriters provide Underwriters’ option to purchase the Company with notice pursuant to Additional Shares described in Section 2 of this Agreement2, as shall be designated in writing by the UnderwritersManager. The time and date of such payment are hereinafter referred to as the “Option Closing Date”. Certificates for the Firm Shares and the Additional Shares shall be in definitive form and registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option each Closing Date, as the case may be. The certificates evidencing the Firm Shares and the Additional Shares shall be delivered to you the Manager on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. The Firm Shares and Additional Shares Time shall be delivered of the essence, and delivery of the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Shares through the facilities of The the Depository Trust CompanyCompany unless the Manager shall otherwise instruct.