Common use of Purchase and Resale of the Securities Clause in Contracts

Purchase and Resale of the Securities. (a) The Issuers agree to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, a price equal to 100% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. (c) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10098.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28October 11, 2007 2013 to the First Closing DateDate (as defined below). The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) . In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from the aggregate principal Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the amount of them, Option Securities that bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Firm Securities set forth opposite the name of such Optional Securities. The Issuers will pay Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to securities in denominations other than $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers a commission equal may exercise the option to 1.875% purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the respective principal amounts Offering Memorandum, by written notice from the Representative to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the 2012 Optional Notes option is being exercised and the 2014 Optional Notes purchased by date and time when the Initial Purchasers ratably Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the aggregate principal amount provisions of Firm Securities Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided, however, that in the event that such date and time of delivery is to be purchased by each of them. No Optional Securities the Closing Date, the requirement in this sentence shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Companywaived. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(h), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each The Company acknowledges and agrees that each Initial Purchaser severally is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company or any other person as to any website containing legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Electronic Roadshow are not provided transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative or any prospective investor in Initial Purchaser of the Securities (Company and the Underlying Shares) that is a resident intransactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, or acting as the case may be, and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28June 13, 2007 2023 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany, ratably for the sole purpose of covering sales of Securities in accordance with excess of the aggregate amount of the Firm Securities, the Option Securities at the Purchase Price plus accrued interest, if any, from June 13, 2023 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities to be being purchased from the Company by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representative in its sole discretion shall make. The Initial Purchasers ratably may exercise the option to purchase the Option Securities at any time in accordance with whole, or from time to time in part, by written notice from the Representative to the Company; provided that any Additional Closing Date (as defined below) shall occur within a period of thirteen calendar days from, and including, the Closing Date. Such notice shall set forth the aggregate principal amount of Firm Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which, subject to the next sentence, may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof) nor later than the thirteenth calendar day from, and including, the Closing Date. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that one business day’s notice shall be sufficient with respect to any Option Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless on the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyClosing Date. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, Company and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers Guarantors understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth herein and in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States : to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and the Guarantors and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(g) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(h), counsel for the Company and the Guarantors and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer acknowledges The Company and agrees the Guarantors acknowledge and agree that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Firm Securities at the offices of Xxxxxx & Xxxxxxx LLP at 10:00 A.M. New York City time on June 13, 2023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of any Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities (provided that any Additional Closing Date (as hereinafter defined) must occur during the thirteen calendar day period from, and not jointly represents including, the Closing Date (as hereinafter defined)). The time and covenants that date of such payment and delivery for the Firm Securities is referred to herein as the “Closing Date” and the time and date for such payment and delivery for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company and the Underlying SharesGuarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) that is and not as a resident infinancial advisor or a fiduciary to, or acting an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Guarantors shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company and the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser and shall not be on behalf of an entity resident inthe Company, the Guarantors or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s 's name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10096.5% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28January 9, 2007 2024 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably if any, from January 9, 2024 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Initial Purchaser in accordance with Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities to be being purchased from the Company by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representative in its sole discretion shall make. The Initial Purchasers ratably may exercise the option to purchase the Option Securities at any time in accordance with whole, or from time to time in part, by written notice from the Representative to the Company; provided that any Additional Closing Date (as hereinafter defined) must occur during the thirteen calendar day period from, and including, the Closing Date. Such notice shall set forth the aggregate principal amount of Firm Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be purchased by each of themdelivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the thirteenth calendar day from, and including, the Closing Date. No Optional Securities Any such notice shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and given at least one business day prior to the extent not previously exercised may be surrendered date and terminated at any time upon notice by the Representatives to the Companyof delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth herein and in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer ( a “QIB”) within the meaning of Rule 144A under the Securities Act (a “QIBRule 144A”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Firm Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx at 10:00 A.M. New York City time on January 9, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities (provided that any Additional Closing Date must occur during the thirteen calendar day period from, and not jointly represents including, the Closing Date). The time and covenants that date of such payment for, and delivery of, the Firm Securities is referred to herein as the “Closing Date” and the time and date for such payment for, and delivery of, the Option Securities, if other than the Closing Date, is herein referred to as an “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or any Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or any Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.25% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28August 23, 2007 2013 to the First Closing DateDate (as defined below). The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Underwritten Securities except upon payment for all the Firm Underwritten Securities to be purchased as provided herein. (b) . In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from the aggregate principal Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the amount of them, Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Optional Securities. The Issuers will pay Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 9 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representatives in their sole discretion shall make. The Initial Purchasers ratably in accordance with may exercise the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth day following the date of this Agreement, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information, including, without limitation, on a private placement basis in each of the provinces of Xxxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx and British Columbia pursuant to an exemption from the prospectus requirements of Canadian Securities Laws (as defined below) (the “Canadian Jurisdictions”). Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”); (ii) or in any manner involving a public offering it is an “accredited investor” within the meaning of Section 4(2National Instrument 45-106- Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106 and is purchasing the Securities Act; andas principal or is deemed to be purchasing the Securities as principal pursuant to NI 45-106; (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (by means of any form of general solicitation or the Underlying Shares) as part of its initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors general advertising within the meaning of NI 45 106, Rule 502(c) of Regulation D or in transactions which are exempt from any manner involving a public offering within the prospectus requirements meaning of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser Section 4(a)(2) of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company Act; and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10098.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 2824, 2007 2014 to the First Closing DateDate (as defined below). The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) . In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from March 24, 2014 to the aggregate principal date of payment and delivery. If any Option Securities are to be purchased, the amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the amount of them, Option Securities that bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Firm Securities set forth opposite the name of such Optional Securities. The Issuers will pay Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to securities in denominations other than $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers a commission equal may exercise the option to 1.875% purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the respective principal amounts Offering Memorandum, by written notice from the Representative to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the 2012 Optional Notes option is being exercised and the 2014 Optional Notes purchased by date and time when the Initial Purchasers ratably Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the aggregate principal amount provisions of Firm Securities Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided, however, that in the event that such date and time of delivery is to be purchased by each of them. No Optional Securities the Closing Date, the requirement in this sentence shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Companywaived. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(h), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each The Company acknowledges and agrees that each Initial Purchaser severally is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company or any other person as to any website containing legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Electronic Roadshow are not provided transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative or any prospective investor in Initial Purchaser of the Securities (Company and the Underlying Shares) that is a resident intransactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, or acting as the case may be, and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Issuer agrees to issue and sell the Firm Securities to the several Initial Purchasers Underwriters as provided in this Agreement, and each Initial PurchaserUnderwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, agrees severally and not jointly, to purchase from the Issuers Issuer (i) the respective principal amount of Firm Securities the 2018 Notes set forth opposite such Initial PurchaserUnderwriter’s name in on Schedule 1 hereto atI hereto, in the case of the 2012 Firm Notes, at a price equal to 10099.259% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, plus accrued interest, if any, from March 28September 18, 2007 2013, to the First Closing Date. The Issuers will pay date of payment and delivery (the several Initial Purchasers a commission equal to 1.875% of “2018 Notes Issue Price”), (ii) the respective principal amounts amount of the 2012 Firm Notes and the 2014 Firm 2023 Notes set forth opposite the names of the several Initial Purchasers in such Underwriter’s name on Schedule 1 I hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 10098.733% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, plus accrued interest, if any, from March 28September 18, 20072013, to the Option Closing Date date of payment and delivery (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of “2023 Notes Issue Price”) and (iii) the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate respective principal amount of Firm Securities to be purchased by each of themthe 2043 Notes set forth opposite such Underwriter’s name on Schedule I hereto, such Optional Securities. The Issuers will pay the several Initial Purchasers at a commission price equal to 1.87599.174% of the respective principal amounts amount thereof, plus accrued interest, if any, from September 18, 2013, to the date of payment and delivery (the 2012 Optional “2043 Notes Issue Price” and, together with the 2018 Notes Issue Price and the 2014 Optional 2023 Notes purchased by Issue Price, the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company“Issue Price”). (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities (and Underlying Shares) to or through any affiliate (as that term is defined by Rule 405 under the Securities Act) of an Initial Purchaser the Underwriters and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementUnderwriters. (hc) Each Initial Purchaser Underwriter severally represents to and not jointly represents and covenants agrees with the Issuer that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (offered, sold or delivered and the Underlying Shares) that is a resident init will not offer, sell or acting on behalf of an entity resident indeliver, directly or indirectly, any of the provinces Securities or territories distribute or publish the Registration Statement, the Preliminary Prospectus or the Prospectus or any offering circular, form of Canada and (ii) in order to obtain access application, advertisement or other document or information relating to the Electronic Roadshow on Securities, in any website on which jurisdiction except under circumstances that will, to the Electronic Roadshow is made available to potential investorsbest of its knowledge and belief, each potential investor is required to confirm electronically that it is not a resident inresult in compliance with all laws and regulations applicable thereto (including, or acting on behalf of an entity resident inwithout limitation, any of prospectus delivery requirements) and which will not impose any obligations on the provinces or territories of Canada.Issuer except as contained in this Agreement

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10098.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28September 16, 2007 2022 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from September 16, 2022 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon in part, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof); provided that such settlement date for delivery of the Option Securities shall occur within a period of thirteen calendar days from, and including, the Closing Date. Any such notice shall be given at least one business day prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not not, and none of its affiliates or any other person acting on its behalf has, solicited offers for, or offered or sold, and neither it nor such persons will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not not, and none of its affiliates or any other person acting on its behalf has, solicited offers for, or offered or sold, and neither it nor such persons will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(d) and 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law)hereof, counsel for the Company and counsel for the Initial Purchasers, respectivelyas applicable, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser; provided that notwithstanding the forgoing, each Initial Purchaser so long as otherwise shall remain responsible in compliance with all respects for the terms and conditions fulfillment of its obligations under this Agreement. (h) Each Initial Purchaser severally , and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to for the actions of any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or affiliates acting on behalf of an entity resident in, any such Initial Purchaser. (e) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the provinces Underwritten Securities, at the offices of Xxxxxxx Procter LLP, New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. New York City time on September 16, 2022, or territories at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of Canada the Option Securities, on the date and (ii) at the time and place specified by the Representatives in order the written notice of the Initial Purchasers’ election to obtain access purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Electronic Roadshow nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Initial Purchasers of the Securities to be purchased on such date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any website on which transfer taxes payable in connection with the Electronic Roadshow is sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxxxx Sachs & Co. LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to potential investorsthe Closing Date or the Additional Closing Date, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of as the provinces or territories of Canadacase may be.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Initial Securities to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agree to purchase from the Issuers Company the respective principal amount of Firm Initial Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10096.25% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, plus accrued interest, if any, from March 28October 6, 2007 2004 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Initial Securities except upon payment for all the Firm Initial Securities to be purchased as provided herein. (bi) In addition, upon written notice from on the Representatives given basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company from time hereby grants an option to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate purchase up to an additional $25,000,000 principal amount thereof and of Securities at the 2014 Optional Notes at a same price equal to 100% of set forth in paragraph 1(a)(i) above for the aggregate principal amount thereofInitial Securities, plus, in each case, plus accrued interest, if any, from March 28, 2007, the Closing Date to the Option Closing Date of Delivery (as defined below). The Optional Securities may be purchased only to cover over-allotments in option hereby granted will expire 30 days after the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue date hereof and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised in whole or in part from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Initial Purchasers to the Company. (c) The Issuers acknowledge and agree that Company setting forth the number of Option Securities as to which the Initial Purchasers are acting solely in then exercising the capacity option and the time and date of arm’s length contractual counterparties to the Issuers with respect to the offering payment and delivery for such Option Securities. Any such time and date of Securities contemplated hereby delivery (including in connection with determining the terms a "Date of the offeringDelivery") and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review determined by the Initial Purchasers of the IssuersPurchasers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and but shall not be on behalf later than seven full business days after the exercise of said option, nor in any event prior to the Issuers.Closing Date, as hereinafter defined (db) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale InformationOffering Memorandum. Each Initial Purchaser, severally and not jointly, Purchaser represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of CanadaAct; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser purchasers of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (ec) The Issuers and the Initial Purchasers acknowledge and agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f5(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law5(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each the Initial Purchaser Purchasers hereby consents consent to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an the Initial Purchaser Purchasers and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any the Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchasers. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.50% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28November 21, 2007 2018 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from the aggregate Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time in part, on or before the thirteenth day beginning on, and to including, the extent not previously exercised may be surrendered and terminated at any time upon Closing Date, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Option Securities may be purchased as provided in this Section 2 in connection with the offering and distribution of the Underwritten Securities. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f), 6(g), 6(h) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(i), counsel for the Company, regulatory counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise Purchaser; provided that such offers and sales shall be made in compliance accordance with the terms and conditions of this Agreement. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Securities, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. New York City time on November 21, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”). The Global Note will be made available for inspection by the Representatives at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28, 2007 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined belowhereinafter defined). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from the aggregate Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities that bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth day following the date of this Agreement, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States : to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(e) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(f), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Securities, at the offices of Xxxxxx & Xxxxxx L.L.P. at 10:00 A.M., New York City time, on July 31, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 4:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 97.5% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 4, 2015 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Option Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in at the case of the 2012 Firm Notes, a price equal to 100% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, Purchase Price plus accrued interest, if any, from March 28, 2007 the Closing Date to the First Closing Datedate of payment and delivery. The Issuers will pay If any Option Securities are to be purchased, the several amount of Option Securities to be purchased by each Initial Purchasers a commission equal Purchaser shall be the amount of Option Securities which bears the same ratio to 1.875% the aggregate amount of Option Securities being purchased as the respective principal amounts amount of the 2012 Firm Notes and the 2014 Firm Notes Underwritten Securities set forth opposite the names name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 11 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers Purchasers, subject, however, to such adjustments to eliminate Securities in Schedule 1 heretodenominations other than $1,000 as the Representatives in their sole discretion shall make. The Issuers will not be obligated Initial Purchasers may exercise the option to deliver purchase the Option Securities at any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In additiontime in whole, upon written notice from the Representatives given to the Company or from time to timetime in part, but not more than once for each of provided that the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Additional Closing Date (as defined below)) related to any Option Securities occurs during the 13 day period beginning on, and including, the Closing Date. The Optional Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be purchased only to cover over-allotments in the sale of same date and time as the Firm Securities by Closing Date (as hereinafter defined) but shall not be earlier than the Initial PurchasersClosing Date nor later than the thirteenth day after the Closing Date. The Issuers agree to issue and sell the Optional Securities provided in Any such notice shall be given at least two business days prior to the Initial Purchasers as provided in this Agreement, date and each Initial Purchaser, on the basis time of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Companydelivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in hereby advise the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company that the Initial Purchasers they intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth herein and in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons (including the relevant principal in the case of any offer or sale involving a fiduciary or agent) whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f7(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law7(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each The Company acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords is advising the Company or any other person as to any website containing legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Electronic Roadshow are not provided transactions contemplated hereby, and neither the Representatives nor any other Initial Purchaser shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives or any prospective investor in Initial Purchaser of the Securities (Company and the Underlying Shares) that is a resident intransactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser, or acting as the case may be, and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10098.10% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28May 12, 2007 2020 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial PurchaserIn addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from May 15, 2020 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon in part, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof); provided that such date shall occur within a period of thirteen calendar days from, and including, the Closing Date. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has and any of its affiliates or any other person acting on its or their behalf have not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving other than by means of a public offering within the meaning of Section 4(2) of the Securities ActPermitted General Solicitation, as defined below); and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(e) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(f), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx Redwood City, CA 94063 at 10:00 A.M. New York City time on May 15, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree On the basis of the representations, warranties and agreements contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell the Firm Securities Notes to the several Initial Purchasers as provided in this Agreement, (ii) the Guarantor agrees to issue and deliver the related Guaranties and (iii) each Initial Purchaser agrees, severally and not jointly, to purchase from the Company and the Guarantor the respective principal amount of Firm Notes set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 98.05% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from July 17, 2007 to the Closing Date. On the basis of the representations, warranties and agreements contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell the Additional Notes to the several Initial Purchasers as provided in this Agreement, and each (ii) the Initial Purchaser, on Purchasers shall have the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, right to purchase in whole, or from the Issuers the respective time to time in part, up to $75 million principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in each of its Additional 2014 Notes and Additional 2017 Notes at the case of the 2012 Firm Notes, a price equal to 100% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, Purchase Price plus accrued interest, if any, from March 28, 2007 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below)) to the date of payment and delivery. The Optional Securities may be purchased only to cover over-allotments in Guarantor hereby agrees that the sale Additional 2014 Notes shall have the benefit of the Firm Securities by 2014 Guaranty and that the Additional 2017 Notes shall have the benefit of the 2017 Guaranty. If you, on behalf of the Initial Purchasers. The Issuers agree to issue and sell , exercise such option, you shall so notify the Optional Securities provided Company in such notice to writing not later than 13 days after the Initial Purchasers as provided in date of this Agreement, and each Initial Purchaser, on which notice shall specify the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities Additional Notes to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with and the aggregate principal amount of Firm Securities date on which such Additional Notes are to be purchased by each purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of themsuch notice. No Optional Securities Additional Notes shall be sold or delivered unless the Firm Securities Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, Company and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers Guarantor understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of CanadaAct; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) except within the United States of America (the “United States” or the “U.S.”) to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) ), and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and the Guarantor and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and the Guarantor and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer acknowledges The Company and agrees the Guarantor acknowledge and agree that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each The Company and the Guarantor acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company and Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Guarantor or any other person. Additionally, neither the Representatives nor any other Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords is advising the Company, the Guarantor or any other person as to any website containing the Electronic Roadshow are not provided to legal, tax, investment, accounting or regulatory matters in any prospective investor in the Securities (jurisdiction. The Company and the Underlying Shares) that is a resident inGuarantor shall consult with their own respective advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Initial Purchaser shall have any responsibility or acting liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company and the Guarantor and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser, as the case may be, and shall not be on behalf of an entity resident inthe Company, the Guarantor or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.25% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28August 23, 2007 2013 to the First Closing DateDate (as defined below). The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Underwritten Securities except upon payment for all the Firm Underwritten Securities to be purchased as provided herein. (b) . In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from the aggregate principal Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the amount of them, Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Optional Securities. The Issuers will pay Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 9 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representatives in their sole discretion shall make. The Initial Purchasers ratably in accordance with may exercise the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth day following the date of this Agreement, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information, including, without limitation, on a private placement basis in each of the provinces of Xxxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx and British Columbia pursuant to an exemption from the prospectus requirements of Canadian Securities Laws (as defined below) (the “Canadian Jurisdictions”). Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”); (ii) or in any manner involving a public offering it is an “accredited investor” within the meaning of Section 4(2National Instrument 45-106- Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106 and is purchasing the Securities Act; andas principal or is deemed to be purchasing the Securities as principal pursuant to NI 45- 106; (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (by means of any form of general solicitation or the Underlying Shares) as part of its initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors general advertising within the meaning of NI 45 106, Rule 502(c) of Regulation D or in transactions which are exempt from any manner involving a public offering within the prospectus requirements meaning of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser Section 4(a)(2) of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company Act; and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.25% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28November 12, 2007 2019 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased Date (as provided hereindefined below). (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from November 12, 2019 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Securities being purchased from the Company by each of themthe several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make. No Optional The Initial Purchasers may exercise the option to purchase Option Securities shall be sold or delivered unless the Firm Securities previously have beenat any time in whole, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to in part, following the extent not previously exercised may be surrendered and terminated at any time upon date of this Agreement, by written notice by from the Representatives Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof), provided that notwithstanding the foregoing, the delivery date of the Option Securities must occur within a period of 13 calendar days from, and including, the Closing Date. Any such notice shall be given at least one business day prior to the date and time of delivery specified therein. (c) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fd) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (dc) above, and each Initial Purchaser hereby consents to such reliance. (ge) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (hf) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative (A) in the case of the Securities, at the offices of Xxxxxx LLP, 00 Xxxxxx Xxxxx, New York, New York 10001 at 10:00 A.M. New York City time on November 12, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, (B) in the case of the Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (g) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Initial Purchasers of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of CanadaCompany.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10096.75% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28May 12, 2007 2017 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from May 12, 2017 to the aggregate date of payment and delivery, solely to cover over-allotments. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of themthe several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. No Optional The Initial Purchasers may purchase the Option Securities shall be sold or delivered unless the Firm Securities previously have beenat any time in whole, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon in part, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof); provided that in no event shall the delivery date of the Option Securities be later than the thirteenth day of the period beginning on, and including, the Closing Date. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(g) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. New York City time on May 12, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, jointly to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 I hereto at, in the case of the 2012 Firm Notes, at a price equal to 10098.667% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, plus accrued interest, if any, from March 28February 18, 2007 2015 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the Issuers, ratably in accordance with Company the aggregate Option Securities at a price equal to 100% of the principal amount thereof plus accrued interest, if any, from the Closing Date to the date of Firm payment and delivery. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of them, Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Optional Securities. The Issuers will pay Initial Purchaser in Schedule I hereto (or such amount increased as set forth in Section 8 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representative in its sole discretion shall make. The Initial Purchasers ratably in accordance with may exercise the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth day following the date of this Agreement, by written notice by from the Representatives Representative to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with Section 8 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(b) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable lawc), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the each Initial PurchasersPurchaser, and compliance by the each Initial Purchasers Purchaser with their its agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities, at the offices of Gxxxxxx Procter LLP, 600 0xx Xxx, Xxx Xxxx, XX 00000 at 10:00 A.M. New York City time on February 18, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for any such payment for the Option Securities, if other than the Closing Date, is herein referred to as an “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or any Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (and collectively, the Underlying Shares) that is a resident in“Global Note”). The Global Note will be made available for inspection by the Representative at the office of Pxxxx Xxxxxxx & Co. set forth above not later than 1:00 P.M., or acting New York City time, on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access business day prior to the Electronic Roadshow on Closing Date or any website on which Additional Closing Date, as the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadacase may be.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.00% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28December 16, 2007 2016 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from December 16, 2016 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth day following the date of this Agreement, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on December 16, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither Representative nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.625% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28, 2007 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial PurchaserIn addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from February 27, 2024 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option, solely to cover over-allotments, if any to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon in part, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof); provided that such date shall occur within a period of thirteen calendar days from, and including, the Closing Date. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has and any of its affiliates or any other person acting on its or their behalf have not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving other than by means of a public offering within the meaning of Section 4(2) of the Securities ActPermitted General Solicitation, as defined below); and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(e) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(f), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx Redwood City, CA 94063 at 10:00 A.M. New York City time on February 27, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of BofA Securities, Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers Specified Issuers, or in the case of an Escrow Closing, Funding agree to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 100% of the aggregate principal amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, plus accrued interest, if any, from March 28April 12, 2007 2006 to the First Closing Date. The In the event that the Acquisition is consummated, the Issuers agree to pay to the Initial Purchasers the Initial Purchasers’ commission with respect to the Securities which will equal 2.5% of the aggregate gross proceeds of the Securities (the “Initial Purchasers’ Commission”). In the event that the Closing Date occurs simultaneously with the Acquisition Closing Date (a “Non-Escrow Closing”), the Initial Purchasers’ Commission will be paid by netting the amount of the Initial Purchasers’ Commission from the payment price for the Securities such that the Initial Purchasers will pay the several Initial Purchasers a commission equal to 1.875Issuers 97.5% of the respective principal amounts amount of the 2012 Firm Notes and Securities. In the 2014 Firm Notes set forth opposite event of an Escrow Closing, the names Initial Purchasers will deposit 100% of the several gross proceeds of the offering of the Notes into the Escrow Account. In the event of an Escrow Closing, the Initial Purchasers in Schedule 1 heretoPurchasers’ Commission will be paid upon the release of the Escrow Funds pursuant to the terms of the Escrow Agreement. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. (c) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers Parent understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of CanadaAct; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D 0 under the Securities Act (“Regulation D0”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; andor (B) within Canada, and to residents of Canada, who are accredited investors within in accordance with the meaning of NI 45 106, restrictions set forth in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]Annex C hereto. (fc) Each Initial Purchaser acknowledges and agrees that the Company Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company Issuers and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) aboveabove (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer acknowledges The Issuers and agrees Parent acknowledge and agree that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each The Issuers, Parent and the Subsidiary Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers, Parent and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, Parent, the Subsidiary Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords is advising the Issuers, Parent, the Subsidiary Guarantors or any other person as to any website containing the Electronic Roadshow are not provided to legal, tax, investment, accounting or regulatory matters in any prospective investor in the Securities (jurisdiction. The Issuers, Parent and the Underlying Shares) that is a resident inSubsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or acting liability to the Issuers, Parent or the Subsidiary Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, Parent, the Subsidiary Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of an entity resident inthe Issuers, Parent, the Subsidiary Guarantors or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree to issue and sell the Firm Securities Subject to the several Initial Purchasers as provided terms and conditions and in this Agreementreliance upon the representations and warranties herein set forth, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject Company agrees to sell to the conditions set forth herein, agrees, severally Initial Purchaser and not jointly, the Initial Purchaser agrees to purchase from the Issuers the respective Company, $200,000,000 aggregate principal amount of Firm Securities at the purchase price set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in A. (b) Subject to the case of the 2012 Firm Notes, a price equal to 100% of the aggregate principal amount thereof terms and conditions and in reliance upon the case of representations and warranties herein set forth, the 2014 Firm Notes, a Company hereby grants the Option to the Initial Purchaser to purchase the Optional Securities at the same price equal to 100% of as the aggregate principal amount thereof, plus, in each case, Initial Purchaser shall pay for the Initial Securities plus accrued interest, if any, from March 28, 2007 the Closing Date to the First Closing Datedate of payment and delivery. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes This option may be exercised at any time and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but in whole or in part, on or before the thirteenth (13th) day following the date of this Agreement, by written notice by the Initial Purchaser to the Company to cover over-allotments; provided, however, that the Option may not more than once be exercised unless either the Initial Securities and such Optional Securities will constitute a single “issue” for U.S. federal income tax purposes, or each of the 2012 Initial Securities and such Optional Notes Securities (considered as separate “issues” for U.S. federal income tax purposes) will not be treated as having been issued with more than a “de minimis” amount of “original issue discount” for purposes of Sections 1271 et seq. of the Internal Revenue Code of 1986, as amended (the “Code”). Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the 2014 Optional Notesdate and time, as reasonably determined by the Initial Purchasers may purchasePurchaser, no later than April 13when the Optional Securities are to be delivered (such date and time being herein sometimes referred to as the “Option Closing Date”); provided, 2007however, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to that the Option Closing Date (as defined below). The Optional Securities may shall not be purchased only to cover over-allotments in earlier than the sale of Closing Date or earlier than the Firm Securities by second full business day after the Initial Purchasers. The Issuers agree to issue and sell date on which the Optional Securities provided in such notice to option shall have been exercised nor later than the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, eighth full business day after the date on which the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities option shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Companybeen exercised. (c) The Issuers acknowledge and agree Company understands that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand that the Initial Purchasers intend intends to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale InformationDisclosure Package and the Final Offering Memorandum. Each The Initial Purchaser, severally and not jointly, Purchaser represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of CanadaAct; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (ed) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers Purchaser pursuant to Sections 6(f5(a) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law5(b), counsel for the Company and counsel for the Initial PurchasersPurchaser, respectively, may rely upon the accuracy of the representations and warranties of the Initial PurchasersPurchaser, and compliance by the Initial Purchasers Purchaser with their its agreements, contained in paragraph (dc) above, and each the Initial Purchaser hereby consents to such reliance. (ge) Each Issuer The Company acknowledges and agrees that the Initial Purchasers Purchaser may offer and sell Securities (and Underlying Shares) to or through any affiliate of an the Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any the Initial Purchaser so long as otherwise Purchaser; provided that such offers and sales shall be made in compliance accordance with the terms and conditions provisions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.75% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28April 21, 2007 2008 to the First Closing Date. The Issuers will pay Date (as defined in Section 2(a)) On the several basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers, and the Initial Purchasers a commission equal shall have the right to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers purchase in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In additionwhole, upon written notice from the Representatives given to the Company or from time to timetime in part, but not more than once for each of during the 2012 Optional Notes and 13 day period beginning on the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal Closing Date up to 100% of the $90,000,000 aggregate principal amount thereof and of Additional Securities, solely to cover over allotments, at the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, Purchase Price plus accrued interest, if any, from March 28April 21, 2007, 2008 to the Option Closing Date (as defined below)date of payment and delivery. The Optional Securities may be purchased only to cover over-allotments in the sale If you, on behalf of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell , exercise such option, you shall so notify the Optional Securities provided Company in such writing, which notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with shall specify the aggregate principal amount of Firm Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased. Such date may be the same as the Closing Date and shall be at least one day after the date of such notice. If any Additional Securities are to be purchased, the number of Additional Securities to be purchased by each Initial Purchaser shall be the number of them, Additional Securities which bears the same ratio to the aggregate number of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Optional Securities. The Issuers will pay Initial Purchaser in Schedule 1 hereto bears to the aggregate number of Firm Securities being purchased from the Company by the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyPurchasers. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of CanadaAct; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(d) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(h), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each The Company and the Subsidiary Guarantor acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser severally is advising the Company and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords the Subsidiary Guarantor or any other person as to any website containing the Electronic Roadshow are not provided to legal, tax, investment, accounting or regulatory matters in any prospective investor in the Securities (jurisdiction. The Company and the Underlying Shares) that is a resident inSubsidiary Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Initial Purchaser shall have any responsibility or acting liability to the Company and the Subsidiary Guarantor with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company and the Subsidiary Guarantor and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser, as the case may be, and shall not be on behalf of an entity resident in, the Company and the Subsidiary Guarantor or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s Purchasers’ name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.250% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28December 8, 2007 2023 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably if any, from December 8, 2023 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Initial Purchaser in accordance with Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities to be being purchased from the Company by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representatives in their sole discretion shall make. The Initial Purchasers ratably may exercise the option to purchase the Option Securities at any time in accordance with whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate principal amount of Firm Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof paid for which may be exercised from the same date and time to time and to as the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Closing Date (cas hereinafter defined) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and but shall not be on behalf earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the Issuers. (d) The Issuers understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning provisions of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its initial offering except: (A) within the United States to persons whom it reasonably believes to 10 hereof). Any such notice shall be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable given at least two business days prior to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date time of the distribution of the applicable notes]delivery specified therein. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.5% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28November 14, 2007 2017 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from November 14, 2017 to the aggregate date of payment and delivery, solely to cover over-allotments. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth (30th) day following the date of this Agreement, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not not, and none of its affiliates or any other person acting on its behalf has, solicited offers for, or offered or sold, and neither it nor such persons will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not not, and none of its affiliates or any other person acting on its behalf has, solicited offers for, or offered or sold, and neither it nor such persons will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(d) and 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law)hereof, counsel for the Company and counsel for the Initial Purchasers, respectivelyas applicable, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser; provided that notwithstanding the forgoing, each Initial Purchaser so long as otherwise shall remain responsible in compliance with all respects for the terms and conditions fulfillment of its obligations under this Agreement. (h) Each Initial Purchaser severally , and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to for the actions of any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or affiliates acting on behalf of an entity resident in, any such Initial Purchaser. (e) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the provinces Underwritten Securities, at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000, at 10:00 A.M. New York City time on November 14, 2017, or territories at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of Canada the Option Securities, on the date and (ii) at the time and place specified by the Representatives in order the written notice of the Initial Purchasers’ election to obtain access purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Electronic Roadshow nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Initial Purchasers of the Securities to be purchased on such date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any website on which transfer taxes payable in connection with the Electronic Roadshow is sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to potential investorsthe Closing Date or the Additional Closing Date, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of as the provinces or territories of Canadacase may be.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.75% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 289, 2007 2020 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from March 9, 2020 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth (30th) day following the date of this Agreement, by written notice by from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer (a “QIB”) within the meaning of Rule 144A under the Securities Act (a “QIBRule 144A”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law)of this Agreement, counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California 94025 at 10:00 A.M. New York City time on March 9, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives, or acting such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm 2016 Fixed Rate Notes, a price equal to 100% of the aggregate principal amount thereof, in the case of the 2013 Fixed Rate Notes, a price equal to 100% of the aggregate principal amount thereof and in the case of the 2014 Firm Floating Rate Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28July 5, 2007 2006 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.8752.0% of the respective principal amounts of the 2012 Firm 2016 Fixed Rate Notes, the 2013 Fixed Rate Notes and the 2014 Firm Floating Rate Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers, ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. (c) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (dc) The Issuers understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and; (B) within in accordance with the restrictions set forth in Annex C hereto and, in Canada, and to residents of Canada, Canada who are accredited investors within the meaning of NI 45 45-106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]Laws. (fd) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (dc) aboveabove (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (ge) Each Issuer acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s Purchasers’ name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.000% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28October 22, 2007 2018 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably if any, from October 22, 2018 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Initial Purchaser in accordance with Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities to be being purchased from the Company by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representatives in their sole discretion shall make. The Initial Purchasers ratably may exercise the option to purchase the Option Securities at any time in accordance with whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate principal amount of Firm Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be purchased by each delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of themsuch notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). No Optional Securities Any such notice shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and given at least two business days prior to the extent not previously exercised may be surrendered date and terminated at any time upon notice by the Representatives to the Companyof delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, above and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on October 22, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchasers’ election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Initial Purchasers of the Securities of one or more global notes representing the Securities to be purchased on such date (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) Each of the Company and Evolent Health acknowledges and agrees that each Initial Purchaser severally is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords as a financial advisor or a fiduciary to, or an agent of, the Company or Evolent Health or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or Evolent Health or any other person as to any website containing legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and Evolent Health shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the Electronic Roadshow are not provided to any prospective investor in the Securities (transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company or Evolent Health with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company or Evolent Health, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident in, any of the provinces Company or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of CanadaEvolent Health.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.25% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28August 21, 2007 2020 to the First Closing DateDate (as defined below). The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) . In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably if any, from August 21, 2020 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities, which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Initial Purchaser in accordance with Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities to be being purchased from the Company by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representative in its sole discretion shall make. The Initial Purchasers ratably may exercise the option to purchase the Option Securities at any time in accordance with whole, or from time to time in part, by written notice from the Representative to the Company no later than 30 days after the date of this Agreement. Such notice shall set forth the aggregate principal amount of Firm Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be purchased by each of themdelivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date. No Optional Securities Any such notice shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and given at least two business days prior to the extent not previously exercised may date and time of delivery specified therein if such delivery will be surrendered and terminated at any time upon notice by after the Representatives to the CompanyClosing Date. (ca) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, representsrepresents and warrants to, warrants and agrees with, the Company that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sell the Securities (or the Underlying Shares) as part of its the initial offering except: (A) except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fb) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f6(g) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (da) above, and each Initial Purchaser hereby consents to such reliance. (gc) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (hd) Each The Antero Entities acknowledge and agree that each Initial Purchaser severally is acting solely in the capacity of an arm’s length contractual counterparty to the Antero Entities with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords as a financial advisor or a fiduciary to, or an agent of, the Antero Entities or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Guarantors or any other person as to any website containing legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Antero Entities shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the Electronic Roadshow are not provided to any prospective investor in the Securities (transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors and the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser and shall not be on behalf of an entity resident inthe Company, the Guarantors or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.85% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28January 25, 2007 2021 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from January 25, 2021 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, by written notice from the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the twelfth (12th) day immediately following the Closing Date. Any such notice shall be given at least one business day prior to the date and time of delivery specified therein. The option may be exercised solely in connection with the sale, by the Initial Purchasers, of Securities in excess of the Underwritten Securities. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer (a “QIB”) within the meaning of Rule 144A under the Securities Act (a “QIBRule 144A”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law)of this Agreement, counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California 94025 at 10:00 A.M. New York City time on January 28, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives, or acting such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28June 20, 2007 2016 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from June 20, 2016 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and in part, on or before the thirtieth (30th) day following the date of this Agreement, solely to cover the extent not previously exercised may be surrendered and terminated at any time upon overallotment of the Securities, by written notice by from the Representatives Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) (A) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this Agreement. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.or

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities Underwritten Notes to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities Underwritten Notes set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.0% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28October 12, 2007 2022 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Securities provided in such notice Option Notes to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Notes at the Purchase Price plus accrued interest, ratably in accordance with if any, from October 12, 2022 to the date of payment and delivery for such Option Notes. If any Option Notes are to be purchased, the principal amount of Option Notes to be purchased by each Initial Purchaser shall be the principal amount of Option Notes which bears the same ratio to the aggregate principal amount of Firm Option Notes being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be purchased by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to be purchased by each of them. No Optional such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Securities Option Notes at any time in whole, or any portion thereof may be exercised from time to time and to in part, by written notice from the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company; provided that any Additional Closing Date (as hereinafter defined) must occur during the thirteen calendar day period from, and including, the Closing Date (as hereinafter defined). Such notice shall set forth the aggregate principal amount of Option Notes plus accrued interest as to which the option is being exercised and the date and time when the Option Notes are to be delivered and paid for which, subject to the next sentence, may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, Company and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers Guarantors understand that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its their initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and the Guarantors and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and the Guarantors and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer acknowledges The Company and agrees the Guarantors acknowledge and agree that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Notes, at the offices of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP (425 Lxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000) at 10:00 A.M. New York City time on October 12, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Notes, on the date and at the time and place specified by the Representative in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Notes (provided that any Additional Closing Date (as hereinafter defined) must occur during the thirteen calendar day period from, and not jointly represents including, the Closing Date (as hereinafter defined)). The time and covenants that date of such payment for the Underwritten Notes is referred to herein as the “Closing Date” and the time and date for such payment for the Option Notes, if other than the Closing Date, is herein referred to as an “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or an Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative at the office of J.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or any Additional Closing Date, as the case may be. (f) The Company and the Underlying SharesGuarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) that is and not as a resident infinancial advisor or a fiduciary to, or acting an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser and shall not be on behalf of an entity resident inthe Company, the Guarantors or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Securities set forth opposite such Initial Purchaser’s Purchasers’ name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097.000% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28December 5, 2007 2016 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably if any, from December 5, 2016 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Initial Purchaser in accordance with Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities to be being purchased from the Company by each of them, such Optional Securities. The Issuers will pay the several Initial Purchasers a commission equal Purchasers, subject, however, to 1.875% of such adjustments to eliminate Securities in denominations other than $1,000 as the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Representatives in their sole discretion shall make. The Initial Purchasers ratably may exercise the option to purchase the Option Securities at any time in accordance with whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate principal amount of Firm Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be purchased by each delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of themsuch notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). No Optional Securities Any such notice shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and given at least two business days prior to the extent not previously exercised may be surrendered date and terminated at any time upon notice by the Representatives to the Companyof delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, above and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Firm Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. New York City time on December 5, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Initial Purchasers’ election purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Initial Purchasers of the Securities of one or more global notes representing the Securities to be purchased on such date (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser severally is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords as a financial advisor or a fiduciary to, or an agent of, the Company, Evolent Health or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company, Evolent Health or any other person as to any website containing legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and Evolent Health shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the Electronic Roadshow are not provided to any prospective investor in the Securities (transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company or Evolent Health with respect thereto. Any review by the Representatives or any Initial Purchaser of the Company or Evolent Health, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchaser and shall not be on behalf of an entity resident inthe Company, Evolent Health or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers Company the respective principal amount of Firm Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 10097% of the aggregate principal amount thereof and in (the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, “Purchase Price”) plus accrued interest, if any, from March 28May 4, 2007 2016 to the First Closing Date. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in In addition, the sale of the Firm Securities by the Initial Purchasers. The Issuers agree Company agrees to issue and sell the Optional Option Securities provided in such notice to the several Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the IssuersCompany the Option Securities at the Purchase Price plus accrued interest, ratably in accordance with if any, from May 4, 2016 to the aggregate date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Firm Option Securities to be purchased by each Initial Purchaser shall be the principal amount of them, such Optional Securities. The Issuers will pay Option Securities which bears the several Initial Purchasers a commission equal same ratio to 1.875% of the respective principal amounts of the 2012 Optional Notes and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to be the aggregate principal amount of Underwritten Securities being purchased from the Company by each of them. No Optional the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredmake. The right Initial Purchasers may exercise the option to purchase the Optional Option Securities at any time in whole, or any portion thereof may be exercised from time to time and to in part, on or before the extent not previously exercised may be surrendered and terminated at any time upon thirtieth day following the date of this Agreement, by written notice by from the Representatives Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (cb) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers. (d) The Issuers understand Company understands that the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106Regulation D”) of Canada); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, sold the Securities (or the Underlying Shares) as part of its the initial offering except: (A) within the United States except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable to the Ontario Securities Commission with respect to a Note or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date of the distribution of the applicable notes]. (fc) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law6(h), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (db) above, and each Initial Purchaser hereby consents to such reliance. (gd) Each Issuer The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementPurchaser. (he) Each Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative, in the case of the Underwritten Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on May 4, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Initial Purchaser severally Purchasers’ election to purchase such Option Securities. The time and not jointly represents date of such payment for the Underwritten Securities is referred to herein as the “Closing Date” and covenants that the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (i) it has taken reasonable precautions “DTC”), for the respective accounts of the several Initial Purchasers of the Securities to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underlying Shares) that is a resident inInitial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the transactions contemplated hereby or acting other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser and shall not be on behalf of an entity resident in, the Company or any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canadaother person.

Purchase and Resale of the Securities. (a) The Issuers agree Company agrees to issue and sell the Firm Initial Securities to the several Initial Purchasers each Underwriter, severally and not jointly, as provided in this Agreement, and each Initial PurchaserUnderwriter, severally and not jointly as set forth on Schedule A hereto, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Issuers Company the respective principal amount of Firm Initial Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at, in the case of the 2012 Firm Notes, at a price equal to 100% of the aggregate principal $12.0487 per share, being an amount thereof and in the case of the 2014 Firm Notes, a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007 to the First Closing Dateinitial public offering price per share ($12.75) less $0.7013 per share. The Issuers will pay the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Firm Notes and the 2014 Firm Notes set forth opposite the names of the several Initial Purchasers in Schedule 1 hereto. The Issuers Company will not be obligated to deliver any of the Firm Initial Securities except upon payment for all the Firm Initial Securities to be purchased as provided herein. (bi) In addition, upon written notice from the Representatives given to the Company from time to time, but not more than once for each of the 2012 Optional Notes and the 2014 Optional Notes, the Initial Purchasers may purchase, no later than April 13, 2007, all or less than all of the 2012 Optional Notes at a price equal to 100% of the aggregate principal amount thereof and the 2014 Optional Notes at a price equal to 100% of the aggregate principal amount thereof, plus, in each case, accrued interest, if any, from March 28, 2007, to the Option Closing Date (as defined below). The Optional Securities may be purchased only to cover over-allotments in the sale of the Firm Securities by the Initial Purchasers. The Issuers agree to issue and sell the Optional Securities provided in such notice to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional 930,000 shares of Common Stock at the Issuers, ratably same price set forth in accordance with paragraph 1(a)(i) above for the aggregate principal amount of Firm Securities to be purchased by each of them, such Optional Initial Securities. The Issuers option hereby granted will pay expire 30 days after the several Initial Purchasers a commission equal to 1.875% of the respective principal amounts of the 2012 Optional Notes date hereof and the 2014 Optional Notes purchased by the Initial Purchasers ratably in accordance with the aggregate principal amount of Firm Securities to be purchased by each of them. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised in whole or in part from time to time and to only for the extent not previously exercised purpose of covering overallotments which may be surrendered made in connection with the offering and terminated at any time distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company. (c) The Issuers acknowledge and agree that Company setting forth the Initial Purchasers are acting solely in the capacity number of arm’s length contractual counterparties to the Issuers with respect to the offering of Option Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or as agents of, any Issuer or any other person. Additionally, no Initial Purchaser is advising any Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionwhich the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. The Issuers shall consult with their own advisors concerning Any such matters time and date of delivery (a "Date of Delivery") shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review determined by the Initial Purchasers of the IssuersUnderwriters, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and but shall not be on behalf later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Issuers. (d) The Issuers understand that Option Securities, each of the Initial Purchasers intend to offer the Securities (and the Underlying Shares) for resale on the terms set forth in the Time of Sale Information. Each Initial PurchaserUnderwriters, acting severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act and National Instrument 45-106-Prospectus and Registration Exemptions (“NI 45-106”) of Canada; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities (or the Underlying Shares) by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) purchase that proportion of the total number of Option Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, then being purchased which the number of Initial Securities (or set forth in Schedule A opposite the Underlying Shares) as part name of its initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A; and (B) within Canada, and to residents of Canada, who are accredited investors within the meaning of NI 45 106, in transactions which are exempt from the prospectus requirements of applicable Canadian Securities Laws and whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities (and the Underlying Shares) is aware that such sale is being made in reliance on Rule 144A. (e) The Issuers and the Initial Purchasers agree that each Note or Common Share issuable upon conversion thereof, or an ownership statement issued under a direct registration statement or other electronic book entry system acceptable Underwriter bears to the Ontario Securities Commission with respect total number of Initial Securities, subject in each case to a Note such adjustments as the Representatives in their discretion shall make to eliminate any sales or Common Share issuable upon conversion thereof, will bear the following legend: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY IN CANADA BEFORE [the date that is four months and one day following the closing date purchases of the distribution of the applicable notes]fractional shares. (fb) Each Initial Purchaser The Company acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g) (to the extent such opinions relate to exemptions from registration and prospectus requirements under applicable law), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (d) above, and each Initial Purchaser hereby consents to such reliance. (g) Each Issuer acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities (and Underlying Shares) to or through any affiliate of an Initial Purchaser the Underwriters and that any such affiliate may offer and sell Securities (and Underlying Shares) purchased by it to or through any Initial Purchaser so long as otherwise in compliance with the terms and conditions of this AgreementUnderwriters. (h) Each Initial Purchaser severally and not jointly represents and covenants that (i) it has taken reasonable precautions to ensure that passwords to any website containing the Electronic Roadshow are not provided to any prospective investor in the Securities (and the Underlying Shares) that is a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada and (ii) in order to obtain access to the Electronic Roadshow on any website on which the Electronic Roadshow is made available to potential investors, each potential investor is required to confirm electronically that it is not a resident in, or acting on behalf of an entity resident in, any of the provinces or territories of Canada.