Common use of Purchase of the Securities by the Underwriters Clause in Contracts

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company Bank agrees to issue and sell sell, and each of the Underwritten Selling Shareholders agrees, severally and not jointly, to sell, the Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 at a price per ADS (the “ADS Purchase Price”) of U.S.$[•] from the Company Bank the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at and from each of the Selling Shareholders the number of Firm Securities (to be adjusted by X.X. Xxxxxx Securities LLC so as to eliminate fractional ADSs) determined by multiplying the aggregate number of Firm Securities to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a price per share (fraction, the “Purchase Price”) numerator of $[ ]which is the aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from all of the Selling Shareholders hereunder. In addition, the Company Bank agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement if the Underwriters exercise their option to purchase such Option Securities in accordance with the terms of this Agreement, and the Underwriters, 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, solely for the purpose of covering over-allotments, such Option Securities from the Company the Option Securities Bank at the ADS Purchase Price less an any amount per share Underlying Share equal to any dividends or distributions declared by the Company Bank and payable on the Underwritten Securities Underlying Shares relating to the Firm Securities, but not payable on the Underlying Shares relating to the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 12 hereof) bears to the aggregate number of Underwritten Securities ADSs being purchased from the Company Bank by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ADSs as X.X. Xxxxxx Securities as the Representative[s] LLC in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative[s] X.X. Xxxxxx Securities LLC to the CompanyBank. Such notice shall set forth the aggregate number 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 or later than the tenth 10th 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 11 12 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein; provided that if the Option Securities are to be delivered and paid for on the Closing Date, such notice may be given one business day prior to the Closing Date. The Securities to be purchased by the several Underwriters hereunder, including Securities constituting Firm Securities or Option Securities, shall be deposited pursuant to the Deposit Agreement and delivered in the form of ADSs.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell an aggregate of [●] Firm Shares to the several Underwriters at a purchase price (net of discounts and commissions) per Firm Share of $[●] which represents a seven percent (7%) discount to the public offering price per Firm Share for investors introduced by the Underwriters or $[●] per Firm Share which represents a discount of six percent (6%) to the public offering price per Firm Share for investors introduced by the Company, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. For the avoidance of doubt, each underwriter shall be liable only with respect to the securities that they agree to purchase as set forth in Schedule I hereto. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional Option Shares at a purchase price (net of discounts and commissions) per Option Share of $[●], which represents a 7% discount to the public offering price per Option Share, to cover over-allotments. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the total number of Option Securities which bears the same ratio Shares to the aggregate number of Option Securities being purchased be sold on such Delivery Date as the number of Underwritten Securities Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate total number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeFirm Shares. The Underwriters may exercise the option Company is not obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when Firm Shares or the Option Securities are Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Shares to be the same date and time purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company [the respective aggregate principal amount of][the number of of] Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a the price per share (the “Purchase Price”) of $[ ]set forth in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number [aggregate principal amount] [number] of Option Securities to be purchased by each Underwriter shall be the number [aggregate principal amount] [number] of Option Securities which bears the same ratio to the [aggregate number of principal amount] [aggregate number]of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the [aggregate number principal amount] [aggregate number] of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the [aggregate number principal amount] [aggregate number] 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 20,000,000 Firm Securities to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Securities set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 3,000,000 Additional Securities. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more shares than the number of Firm Securities in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Additional Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Securities to be sold on such Delivery Date as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a opposite the name of such Underwriter bears to the total number of Firm Securities. The purchase price payable by the Underwriters for both the Firm Securities and any Additional Securities is $9.80 per share of Common Stock (the “Purchase Price”) ). The Company is not obligated to deliver any of $[ ]. In addition, the Company agrees to issue and sell the Option Firm Securities or Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, be delivered on the basis of the representationsapplicable Delivery Date, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option except upon payment for all such Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio on such Delivery Date as provided herein. In addition to the aggregate number of Option Securities being purchased as discount from the number of Underwritten Securities public offering price represented by the Purchase Price set forth opposite above, the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears Company hereby agrees to pay to the aggregate number Underwriters a deferred discount of Underwritten Securities being $0.35 per Public Share purchased from hereunder (the Company by the several Underwriters“Deferred Discount”), subject, however, subject to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeSection 5(mm) herein. The Underwriters may exercise hereby agree that if no Business Combination is consummated within the option time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date holders of the ProspectusSecurities sold pursuant to this Agreement (the “Public Stockholders”), by written notice from (a) the Representative[s] Underwriters will forfeit any rights or claims to the Company. Such notice shall set forth Deferred Discount and (b) the aggregate number of Option Securities as trustee under the Trust Agreement is authorized to which distribute 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior Deferred Discount to the date and time of delivery specified thereinPublic Stockholders on a pro rata basis.

Purchase of the Securities by the Underwriters. (a) The Underwriters propose to offer the Underwritten Securities from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $15.92 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 defineddefined below) but shall not be earlier than the Closing Date or 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Underwritten 2,800,000 Initial Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase from the Company the respective number of Underwritten shares of the Initial Securities set forth opposite such that Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]hereto. In addition, the Company agrees Each Underwriter shall be obligated to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, purchase from the Company that number of shares of the Option Initial Securities at that represents the Purchase Price less an amount per share equal same proportion of the number of shares of the Initial Securities to any dividends or distributions declared be sold by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten shares of the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number increased of shares of the Initial Securities to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Initial Securities shall be rounded between the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 15% additional Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Series D Preferred Shares than the number of Initial Securities in the offering and as set forth in Section 11 5 hereof) bears . Each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Underwritten shares of Option Securities being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Securities shares as the Representative[s] in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to 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 Prospectus, by written notice from the Representative[s] same proportion to the Company. Such notice shall set forth the aggregate total number of Option Securities as to which the option is being exercised and the date and time when shares of the Option Securities are to be sold on such Option Securities Closing Date as the number of shares of Initial Securities set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of the Initial Securities. The price of both the Initial Securities and any Option Securities purchased by the Underwriters (including the Reserved Securities) shall be $24.2510 per share. The price of the Reserved Securities purchased by Mxxxxxx Xxxxxx, his spouse and his adult children shall be $25.0385 per share. Mxxxxxx Xxxxxx has agreed to, and shall, acquire, on behalf of himself, his spouse and his adult children, all of the Reserved Securities. The Company shall not be obligated to deliver any of the Initial Securities or Option Securities to be delivered and paid foron the applicable Closing Date, which may except upon payment for all such Securities to be the same date and time as the purchased on such 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this "Agreement"), and each Underwriter, 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 Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share (the “"Purchase Price”) " of $[ ]48.50. In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 9 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for, 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 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 11 9 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Underwriters propose to offer the Underwritten Securities from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $16.33 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 defineddefined below) but shall not be earlier than the Closing Date or 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.000% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from December 15, 2010 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, Agreement and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 8 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 8 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell $325,000,000 aggregate principal amount of the Underwritten Firm Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the amount of Firm Securities set forth herein and subject opposite that Underwriter’s name on Schedule 1 attached hereto. The Firm Securities so to be delivered will be in the form of one or more permanent global notes representing the Securities. The Company shall deliver the Firm Securities through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Securities to be purchased unless the Representative shall otherwise instruct. In addition, the Company grants to the conditions set forth herein, Underwriters an option to purchase all or less than all of the Option Securities at the purchase price per principal amount of the Firm Securities. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) shares of $[ ]. In addition, the Company agrees to issue and sell the Option Securities that bears the same proportion to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis total number 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number shares of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased sold on such Delivery Date as the number of Underwritten Firm Securities set forth on Schedule 1 attached hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities. The Option Securities being purchased from will be in the form of one or more permanent global notes representing the Securities. The Company shall deliver the Option Securities through the facilities of DTC for the respective accounts of the several Underwriters of the Securities to be purchased unless the Representative shall otherwise instruct. The price of both the Firm Securities and any Option Securities purchased by the several UnderwritersUnderwriters shall be 97.75% of the principal amount thereof plus accrued interest, subjectif any, howeverfrom July 2, 2008 to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 payment for the ProspectusOption Securities, by written notice from if any. The Company shall not be obligated to deliver any of the Representative[s] to the Company. Such notice shall set forth the aggregate number of Firm Securities or 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 foron the applicable Delivery Date, which may except upon payment for all such Securities to be the same date and time purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to [—]% of the principal amount thereof (the “Purchase Price”) of $[ plus accrued interest, if any, from January [—], 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.5% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from August 3, 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectus, by written notice from the Representative[s] Representatives to the Company; provided that any such notice shall specify an Additional Closing Date (as hereafter defined) to occur on a date no later than the last day in the 13-day period commencing on and including the Closing Date (as hereinafter defined), following which date the option shall expire. Such notice shall set forth the aggregate number 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, 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 or, with respect to any Option Securities to be delivered after the Closing Date, no earlier than the tenth full one (1) business day (as hereinafter defined) after the date of such notice and in any event no later than the last day in the 13-day period commencing on and including the Closing Date unless the Representatives and the Company otherwise agree in writing (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior , provided that with respect to the Additional Closing Date, in no event shall the Additional Closing Date be postponed to a date later than the last day in the 13-day period commencing on and time of delivery specified thereinincluding the Closing Date).

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at the respective number purchase prices set forth on Schedule 2 hereto, the principal amount of Underwritten the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. The Underwriters agree to make a public offering of their respective Securities specified in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]prices to public specified in Schedule 2 hereto. In additionIt is understood that after such initial offering, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementreserve the right to vary the offering price and further reserve the right to withdraw, and the Underwriters, on the basis cancel or modify any subsequent offering without notice. The Company shall not be obligated to deliver any of the representationsSecurities, warranties and agreements set forth herein and subject to except upon payment for all of the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased on the Closing Date. Delivery of the Securities and payment therefor by the Representatives for the accounts of the several Underwriters shall be made at the offices of Xxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on April 1, 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. Such time and date for delivery of the Securities is herein called the “Closing Date.” On the Closing Date, the Company, through the facilities of The Depository Trust Company (“DTC”), shall deliver or cause to be delivered a securities entitlement with respect to the Securities to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. Time shall be of the number essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of Option the obligation of each Underwriter hereunder. Upon delivery, the Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite shall be registered in the name of such Underwriter in Schedule 1 hereto (or such number increased Cede & Co., as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinnominee for DTC.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 96.98% of the principal amount thereof (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount plus $0.104 per share equal to any dividends or distributions declared by diem per $1,000 of Option Securities from, and including, the Company and payable on Closing Date (as hereinafter defined) to, but excluding, the Underwritten Securities but not payable on Additional Closing Date (as hereinafter defined) of the Option Securities. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share $1,000 principal amount of Convertible Securities (the “Purchase Price”) of $[ ]970. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal Price; plus accrued interest, if any, from the Closing Date (as hereinafter defined) to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesAdditional Closing Date (as hereinafter defined). If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, 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 Common Stock at a price per share of $3.046875 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company Warrants in respect of the respective number of Warrant Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $3.045875 per share Warrant Share (the “Warrant Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities ADSs to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities ADSs set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price per share ADS (the “Purchase Price”) of $[ ]2.679. In addition, the Company agrees to issue and sell the Option Securities ADSs to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities ADSs at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company prior to the Option Closing Date and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities ADSs are to be purchased, the number of Option Securities ADSs to be purchased by each Underwriter shall be the number of Option Securities ADSs which bears the same ratio to the aggregate number of Option Securities ADSs being purchased as the number of Underwritten Securities ADSs set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities ADSs being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities ADSs as the Representative[s] Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities ADSs at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities ADSs as to which the option is being exercised and the date and time when the Option Securities ADSs 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 96.85% of the principal amount thereof with respect to Underwritten Securities sold to retail investors (the “Retail Purchase Price”) and at a price equal to 98.00% of $[ ]the principal amount thereof with respect to Underwritten Securities sold to institutional investors (the “Institutional Purchase Price”) plus accrued interest, if any, from November 15, 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement to cover over-allotments, if any, and the Underwriters, 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, from the Company the Option Securities at the Retail Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ensure that the Option Securities are not issued in minimum denominations of less than $25 and whole multiples of $25 in excess thereof as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than the tenth ten full business day days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (ai) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to $52.865 per share and (ii) in the “Purchase Price”) of $[ ]. In additionevent and to the extent that the Underwriters shall exercise the option to purchase Option Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (i) of this Section 2, that portion of the number of Option Securities as to which such election or elections shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the maximum number of Option Securities that all the Underwriters are entitled to purchase hereunder. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the up to 2,752,293 Option Securities Securities, at the Purchase Price less purchase price per share set forth in the paragraph immediately above, provided that the purchase price per Option Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to Said option may be purchasedexercised, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (whole or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriterspart, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or and from time to time in part, on or before the thirtieth 30th day following after the date of the Prospectus, by Prospectus upon written notice from by the Representative[s] Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Option Securities as to which the several Underwriters are exercising the option is being exercised and the date and time when the Option Securities are to be delivered and paid forsettlement date, which may be the same date and time as the Initial Closing Date (as hereinafter defineddefined below) but shall not be (x) earlier than the Initial Closing Date or later nor (y) earlier than the tenth full third business day (as hereinafter defined) after the date of such notice (unless such time notice, except as the Company and date are postponed in accordance with the provisions Representatives may otherwise agree. The Company will not be obligated to deliver any of Section 11 hereof). Any such notice shall the Securities except upon payment for all the Securities to be given at least three business days prior to the date and time of delivery specified thereinpurchased as provided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from June 29, 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company Selling Shareholder agrees to issue and cause the Shareholder of Record to sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company Shareholder of Record at a purchase price per ADS of U.S.$35.0424 (the “Purchase Price”) the respective number of Underwritten Securities ADSs set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]hereto. In addition, the Company Selling Shareholder agrees to issue and cause the Shareholder of Record to sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, and solely for the purpose of covering over-allotments, from the Company the Option Securities Shareholder of Record at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities ADSs being purchased as the number of Underwritten Securities ADSs set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 12 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company Shareholder of Record by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time time, in whole, whole or from time to time in part, on or one occasion before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative[s] Representative to the CompanySelling Shareholder. Such notice shall set forth the aggregate number 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 or later than the tenth 10th 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 11 12 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Underwriters propose to offer the Underwritten Securities from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $15.46 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 defineddefined below) but shall not be earlier than the Closing Date or 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.375% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 10, 2009 to the Closing Date (as defined below). The public offering price of $[ ]the Securities is not in excess of the price recommended by Xxxxxxx Rice & Company L.L.C., acting as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of NASD Rule 2720(b)(15) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from June 10, 2009 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on delivery of the Option Securities. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or 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 11 10 hereof). Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]), plus accrued interest, if any, from March 13, 2012 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from March 13, 2012 to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesAdditional Closing Date (as defined below). If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] you in their sole your absolute discretion shall makemake to ensure that the Option Securities are not issued in minimum denominations of less than $1,000 or whole multiples thereof. The Underwriters may exercise the option to purchase the 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 Prospectus, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number principal amount of the 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 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at the respective number purchase prices set forth on Schedule 2 hereto, the principal amount of Underwritten the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. The Underwriters agree to make a public offering of their respective Securities specified in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]prices to public specified in Schedule 2 hereto. In additionIt is understood that after such initial offering, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementreserve the right to vary the offering price and further reserve the right to withdraw, and the Underwriters, on the basis cancel or modify any subsequent offering without notice. The Company shall not be obligated to deliver any of the representationsSecurities, warranties and agreements set forth herein and subject to except upon payment for all of the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased on the Closing Date. (b) Delivery of the Securities and payment therefor by the Representatives for the accounts of the several Underwriters shall be made at the offices of Xxxxxxx Xxxxx LLP 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. Such time and date for delivery of the Securities is herein called the “Closing Date.” On the Closing Date, the Company, through the facilities of The Depository Trust Company (“DTC”), shall deliver or cause to be delivered a securities entitlement with respect to the Securities to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. Time shall be of the number essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of Option the obligation of each Underwriter hereunder. Upon delivery, the Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite shall be registered in the name of such Underwriter in Schedule 1 hereto (or such number increased Cede & Co., as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makenominee for DTC. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein3.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from December 4, 2012 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared the date of payment and delivery. The option granted hereunder is for use by the Company and payable on Underwriters solely in covering any over-allotments in connection with the initial offering of the Underwritten Securities but not payable on by the Option SecuritiesUnderwriters. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Option Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectus, by written notice from the Representative[s] Representatives to the Company; provided that any such notice shall specify an Additional Closing Date (as hereafter defined) to occur on a date no later than the last day in the 13-day period commencing on and including the Closing Date (as hereinafter defined), following which date the option shall expire. Such notice shall set forth the aggregate number 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, 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 or, with respect to any Option Securities to be delivered after the Closing Date, no earlier than the tenth full two (2) business day (as hereinafter defined) days after the date of such notice and in any event no later than the last day in the 13-day period commencing on and including the Closing Date unless the Representatives and the Company otherwise agree in writing (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior , provided that with respect to the Additional Closing Date, in no event shall the Additional Closing Date be postponed to a date later than the last day in the 13-day period commencing on and time of delivery specified thereinincluding the Closing Date).

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, 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 Company the respective number notional amount of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to [ ]% of the notional amount thereof (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Additional Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Additional Securities are to be purchased, the number notional amount of Option Additional Securities to be purchased by each Underwriter shall be the number notional amount of Option Additional Securities which bears the same ratio to the aggregate number notional amount of Option Additional Securities being purchased as the number notional amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number notional amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional notional amounts (by rounding to the nearest whole denomination of such Securities or otherwise) as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number notional amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (ai) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to $37.756875 per share and (ii) in the “Purchase Price”) of $[ ]. In additionevent and to the extent that the Underwriters shall exercise the option to purchase Option Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (i) of this Section 2, that portion of the number of Option Securities as to which such election or elections shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the maximum number of Option Securities that all the Underwriters are entitled to purchase hereunder. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the up to 4,807,692 Option Securities Securities, at the Purchase Price less purchase price per share set forth in the paragraph immediately above, provided that the purchase price per Option Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to Said option may be purchasedexercised, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (whole or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriterspart, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or and from time to time in part, on or before the thirtieth 30th day following after the date of the Prospectus, by Prospectus upon written notice from by the Representative[s] Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Option Securities as to which the several Underwriters are exercising the option is being exercised and the date and time when the Option Securities are to be delivered and paid forsettlement date, which may be the same date and time as the Initial Closing Date (as hereinafter defineddefined below) but shall not be (x) earlier than the Initial Closing Date or later nor (y) earlier than the tenth full third business day (as hereinafter defined) after the date of such notice (unless such time notice, except as the Company and date are postponed in accordance with the provisions Representatives may otherwise agree. The Company will not be obligated to deliver any of Section 11 hereof). Any such notice shall the Securities except upon payment for all the Securities to be given at least three business days prior to the date and time of delivery specified thereinpurchased as provided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 96.83396% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from September 23, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three one business days day prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price per share equal to 97.0% of the principal amount thereof plus accrued interest, if any, from November 19, 2007 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the “Purchase Price”) Securities except upon payment for all the Securities to be purchased as provided herein. On the basis of $[ ]. In additionthe representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementthe Additional Securities, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option right to purchase, severally and not jointly, in whole, or from the Company the Option time to time in part, up to an aggregate of $25,000,000 principal amount of Additional Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date (as defined below) to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Additional Securities are to be purchased, the number of Option Additional Securities to be purchased by each Underwriter shall be the number of Option Additional Securities which bears the same ratio to the aggregate number of Option Additional Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in partIf you, on or before behalf of the thirtieth day following Underwriters, exercise such option, you shall so notify the Company in writing not later than 30 days after the date of the Prospectusthis Agreement, by written notice from the Representative[s] to the Company. Such which notice shall set forth specify the aggregate number principal amount of Option Additional Securities as to which be purchased by the option is being exercised Underwriters and the date and time when the Option on which such Additional Securities are to be delivered and paid for, which purchased. Such date may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or nor later than the tenth full ten business day (as hereinafter defined) days after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinnotice.

Purchase of the Securities by the Underwriters. (a) The 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 Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to •% of the principal amount thereof (the “Purchase Price”). In addition, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Additional Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall makemake to ensure that the Additional Securities are not issued in minimum denominations of less than $1,000 or whole multiples thereof. The Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the ProspectusClosing Date (as hereinafter defined), by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional Securities are to be delivered and paid for, 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 nor later than the tenth full business thirteenth day (as hereinafter defined) after the date of such notice Closing Date (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Initial Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number aggregate principal amount of Underwritten Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share (the “Purchase Price”) of $[ ]97.25% of the principal amount thereof plus accrued interest, if any, from December 19, 2017 to the Closing Date. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number aggregate principal amount of Option Securities to be purchased by each Underwriter shall be the number aggregate principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number aggregate principal amount of Underwritten Initial Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Initial Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall makemake to ensure that any sales or purchases are in authorized denominations. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or later than the tenth fifth 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share set forth in Schedule 1 hereto, plus any accrued and unpaid interest thereon (the “Purchase Price”) ), plus any additional number of $[ ]Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In additionThe Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees to issue that the Underwriters may offer and sell the Option Securities to or through any affiliate of an Underwriter. Payment for the several Underwriters as provided Securities shall be made by wire transfer in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject immediately available funds to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared account specified by the Company and payable to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on August 25, 2020, or at such other time or place on the Underwritten same or such other date, not later than the third business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities but not payable on is referred to herein as the Option Securities. If any Option Securities are to be purchased, “Closing Date.” Payment for the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 (shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as hereinafter defined) but the Representative shall request in writing not be earlier than the Closing Date or later than the tenth two 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 11 hereof). Any such notice shall be given at least three business days prior to the date Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and time packaging by the Representative at the office of delivery specified thereinDTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 2,750,000 Initial Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Initial Securities set forth hereinopposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Initial Securities that represents the same proportion of the number of shares of the Initial Securities to be sold by the Company as the number of shares of the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Initial Securities to be purchased by all of the Underwriters pursuant to this Agreement. In addition, the Company grants to the Underwriters an option to purchase up to 412,500 additional Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Initial Securities in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten shares of Option Securities that bears the same proportion to the total number of shares of the Option Securities to be sold on such Option Securities Closing Date as the number of shares of Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a opposite the name of such Underwriter bears to the total number of shares of the Initial Securities. The price of both the Initial Securities and any Option Securities purchased by the Underwriters shall be $11.00 per share; provided however that the price per share (paid by the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell Underwriters for the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less will be reduced by an amount per share equal to any dividends or distributions declared by the Company us and payable on the Underwritten Securities Initial Securities, but not payable on the Option SecuritiesSecurities purchased by the Underwriters pursuant to the option. If The Company shall not be obligated to deliver any Option of the Initial Securities are to be purchased, the number of or Option Securities to be purchased by each Underwriter shall be delivered on the number of Option applicable Closing Date, except upon payment for all such Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased on such 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of the principal amount thereof plus accrued interest, if any, from May 4, 2009, to the Closing Date (as such term is hereinafter defined). The Company will not be obligated to deliver any of the “Purchase Price”) of $[ ]Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of reliance upon the representations, warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, shall have the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any The option granted hereby will expire 30 days after the date of the Prospectus Supplement and may be exercised in whole or in part from time to time upon written notice (each, an “Option Exercise Notice”) from the Representatives setting forth the number of Option Securities as to which the several Underwriters are to be purchased, then exercising the option and the time and date of payment and delivery for such Option Securities. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of the Option Securities which bears the same ratio to the aggregate number of Option Securities being be purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities. Any Additional Closing Date (as defined below) shall be determined by the Representatives, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion but shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following not be later than five full business days after the date of the ProspectusOption Exercise Notice unless otherwise agreed in writing by the parties hereto, by written notice from the Representative[s] nor in any event prior to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof)Date. Any such notice Option Exercise Notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) equal to 97.0% of $[ ]the principal amount thereof plus accrued interest, if any, from July 16, 2007 to the date of payment and delivery. In additionOn the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementthe Additional Securities, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option right to purchasepurchase in whole, severally and not jointlyor from time to time in part, the Additional Securities from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date (as defined below) to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery, solely to cover over-allotments. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representative in their its sole discretion shall makemay make in order to ensure that the principal amount of Additional Securities purchased by each Underwriter is a multiple of $1,000. The Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional Securities are to be delivered and paid forfor (an “Additional Closing Date”), 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 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 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 100% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from June 13, 2016 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement and solely to cover over-allotments, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from June 13, 2016 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or 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 11 10 hereof). Any Except with respect to Option Securities to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date unless the Company otherwise agrees), any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.0% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from January 15, 2010 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement to cover over-allotments in the sale of the Underwritten Securities by the Underwriters, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ensure that the Option Securities are not issued in minimum denominations of less than $2,000 and whole multiples of $1,000 in excess thereof as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than the tenth ten full business day days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at for a price payment per share Security (the “Purchase Price”) of $[ ]24.25. For greater certainty, each of the Securities shall be issued by the Company for a subscription price equal to its Stated Amount, and the difference between the Stated Amount per Security and the Purchase Price per Security shall represent the Underwriters’ commission per Security payable hereunder. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 9 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the ProspectusClosing Date, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 or later than the tenth full business date that is the thirteenth calendar day (as hereinafter defined) after following the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof)Closing Date. Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein, unless such time of delivery is the Closing Date.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, 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 Common Stock at a price per share of $2.115 (the “Share Purchase Price”) from the Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase from the Company Warrants in respect of the respective number of Warrant Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price of $2.114 per share Warrant Share (the “Warrant Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities Shares as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.25% of the principal amount thereof plus accrued interest, if any, from March 26, 2013, to the Closing Date (as such term is hereinafter defined). The Company will not be obligated to deliver any of the “Purchase Price”) of $[ ]Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of reliance upon the representations, warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, shall have the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share a price equal to any dividends 97.25% of the principal amount thereof. The option granted hereby will expire 30 days after the date of the Prospectus Supplement and may be exercised in whole or distributions declared by in part from time to time upon written notice (each, an “Option Exercise Notice”) from the Company Representative setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and payable on the Underwritten Securities but not payable on the time and date of payment and delivery for such Option Securities. If any Option Securities are to be purchased, the The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of the Option Securities which bears the same ratio to the aggregate number of Option Securities being be purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities. Any Additional Closing Date (as defined below) shall be determined by the Representative, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion but shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following not be later than five full business days after the date of the ProspectusOption Exercise Notice unless otherwise agreed in writing by the parties hereto, by written notice from the Representative[s] nor in any event prior to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof)Date. Any such notice Option Exercise Notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to [ ]% of the principal amount thereof (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Additional Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Securities but not payable on the Option Additional Securities. If any Option Additional Securities are to be purchased, the number amount of Option Additional Securities to be purchased by each Underwriter shall be the number amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities amount as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional 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 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 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from May 31, 2016 to the Closing Date. The public offering price of $[ ]the Underwritten Securities is not in excess of the price recommended by Deutsche Bank Securities Inc. (“Deutsche Bank”), acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery, solely to cover over-allotments. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which that bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectus, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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, 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.25% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from December 12, 2012 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein, or such shorter period as the Company and the Representative may reasonably agree.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In additionthis Agreement, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis 2,100,000 shares of the representations, warranties Firm Securities and agreements each Selling Stockholder hereby agrees to sell the number of shares of the Firm Securities set forth herein and subject to the conditions set forth herein, shall have the option to purchaseopposite its name in Schedule II hereto, severally and not jointly, from to the Company several Underwriters and each of the Option Securities at the Purchase Price less an amount per share equal Underwriters, severally and not jointly, agrees to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, purchase the number of Option shares of the Firm Securities set forth opposite that Underwriter's name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Securities which represents the same proportion of the number of shares of the Firm Securities to be purchased sold by the Company, and by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased Selling Stockholder, as the number of Underwritten shares of the Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents of the total number increased of shares of the Firm Securities to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company hereby grants to the Underwriters an option to purchase up to 318,295 shares of Option Securities. Such option is granted for the purpose of covering over-allotments in the sale of Firm Securities and is exercisable as provided in Section 5 hereof. Shares of Option Securities shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Securities set forth opposite the name of such Underwriters in Section 11 hereof) bears Schedule I hereto. The respective purchase obligations of each Underwriter with respect to the aggregate number of Underwritten Option Securities being purchased from the Company shall be adjusted by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion Representatives so that no Underwriter shall make. The Underwriters may exercise the option be obligated to purchase Option Securities at other than in 100 share amounts. The price of both the Firm Securities and any time in whole, or from time Option Securities shall be $____ per share. Neither the Company nor any Selling Stockholder shall be obligated to time in part, on or before the thirtieth day following the date deliver any of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 on any Delivery Date (as hereinafter defined) but shall not defined in Section 5 below), except upon payment for all the Securities to be earlier than the Closing purchased on such Delivery 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 96.85% of the principal amount thereof with respect to Underwritten Securities sold to retail investors (the “Retail Purchase Price”) and at a price equal to 98.00% of $[ ]the principal amount thereof with respect to Underwritten Securities sold to institutional investors (the “Institutional Purchase Price”) plus accrued interest, if any, from March 20, 2012 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement to cover over-allotments, if any, and the Underwriters, 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, from the Company the Option Securities at the Retail Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional ensure that the Option Securities are not issued in minimum denominations of less than $25 and whole multiples of $25 in excess thereof as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than the tenth ten full business day days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, 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 Company Company, at the respective number purchase price set forth in Schedule I hereto the principal amount of Underwritten the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (I hereto. Subject to the “Purchase Price”) of $[ ]. In additionterms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell the Option Securities hereby grants an option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from up to the aggregate principal amount of Option Securities set forth in Schedule I hereto at the same purchase price set forth in Schedule I hereto for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the aggregate principal amount of the Option Securities at as to which the Purchase Price less an amount per share equal to any dividends or distributions declared by several Underwriters are exercising the Company option and payable on the Underwritten Securities but not payable on settlement date for the Option Securities. If any Option Securities are to be purchased, the number The aggregate principal amount of Option Securities to be purchased by each Underwriter shall be the number same percentage of the total aggregate principal amount of the Option Securities which bears the same ratio to the aggregate number of Option Securities being be purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities, subject, however, subject to such adjustments to eliminate any fractional Securities as the Representative[s] you in their sole your absolute discretion shall make. The Underwriters may exercise the option make to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when ensure that 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 issued in minimum denominations of less than the Closing Date $1,000 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinwhole multiples thereof.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share equal to 96.75% of the principal amount thereof (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to (i) 99.00% of the principal amount thereof (the “Institutional Purchase Price”), in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of $[ ]the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from December 4, 2012 to the Initial Closing Date (as defined below). In additionThe Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 336,000. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell the Option Securities hereby grants a one-time option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Retail Purchase Price less an or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount per share equal of Option Securities as to any dividends or distributions declared by which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Initial Closing Date (as defined below) but shall not be (i) earlier than the Initial Closing Date nor (ii) earlier than the second business day after the date of such notice, except as the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesRepresentatives may otherwise agree. If any Option Securities are to be purchased, the number The principal amount of Option Securities to be purchased by each Underwriter shall be the number same percentage of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being be purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities, subject, however, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeSecurities. The Underwriters may exercise the option Company will not be obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from Securities except upon payment for all the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at the respective number purchase prices set forth on Schedule 2 hereto, the principal amount of Underwritten the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. The Underwriters agree to make a public offering of their respective Securities specified in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]prices to public specified in Schedule 2 hereto. In additionIt is understood that after such initial offering, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementreserve the right to vary the offering price and further reserve the right to withdraw, and the Underwriters, on the basis cancel or modify any subsequent offering without notice. The Company shall not be obligated to deliver any of the representationsSecurities, warranties and agreements set forth herein and subject to except upon payment for all of the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased on the Closing Date. (b) Delivery of the Securities and payment therefor by the Representatives for the accounts of the several Underwriters shall be made at the offices of Xxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on February 21, 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 Representatives and the Company may agree upon in writing. Such time and date for delivery of the Securities is herein called the “Closing Date.” On the Closing Date, the Company, through the facilities of The Depository Trust Company (“DTC”), shall deliver or cause to be delivered a securities entitlement with respect to the Securities to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. Time shall be of the number essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of Option the obligation of each Underwriter hereunder. Upon delivery, the Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite shall be registered in the name of such Underwriter in Schedule 1 hereto (or such number increased Cede & Co., as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makenominee for DTC. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein3.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) equal to 100% of $[ ]the principal amount thereof plus accrued interest, if any, from May 6, 2009 to the date of payment and delivery. In addition, the Company agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Additional Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date (as defined below) to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery, solely to cover over-allotments. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 9 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall makemake in order to ensure that the principal amount of Additional Securities purchased by each Underwriter is an integral multiple of $1,000. The Representatives on behalf of the Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional 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 provisions of Section 11 9 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number aggregate principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from December 6, 2006, to the Closing Date. In addition, the Company agrees to issue and sell the up to $15,000,000 principal amount of Option Securities to the several Underwriters as provided in this Agreementat the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number aggregate principle amount of Underwritten Initial Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Initial Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Underwriters to the Company. Such notice shall set forth the aggregate number 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, for which may be the same date and time as the Closing Date (as hereinafter hereafter defined) but shall not be earlier than the Closing Date or 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $61.44 (the “Purchase Price”) ). The Company will not be obligated to deliver any of $[ ]the Securities except upon payment for all the Securities to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities Shares at the Purchase Price less Price; provided, that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable or paid on the Underwritten Securities Firm Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the equal to such number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities Shares at any time in whole, or from time to time in part, on or before the close of business on the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares 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 fifth 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 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this "Agreement"), and each Underwriter, 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 Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price per share (the “"Purchase Price”) " of $[ ]24.25. In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 9 hereof) bears to the aggregate number of Underwritten Securities Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares are to be delivered and paid for, 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 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 11 9 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 96.98% of the principal amount thereof plus accrued interest on the Underwritten Securities from the period from, and including, July 29, 2013 to, but excluding, December 10, 2013 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount plus $0.083 per share equal to any dividends or distributions declared by diem per $1,000 of Option Securities from, and including, the Company and payable on Closing Date (as hereinafter defined) to, but excluding, the Underwritten Securities but not payable on Additional Closing Date (as hereinafter defined) of the Option Securities. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three business days Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities Firm Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of US$10.00 (the “Purchase Price”) ). The Company will not be obligated to deliver any of $[ ]the Firm Shares except upon payment for all of the Firm Shares to be purchased as provided herein. In addition, the Company agrees to issue and sell the Option Securities Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities Firm Shares but not payable on the Option SecuritiesShares. If any Option Securities Shares are to be purchased, the number of Option Securities Shares to be purchased by each Underwriter shall be the number of Option Securities Shares which bears the same ratio to the aggregate number of Option Securities Shares being purchased as the number of Underwritten Securities Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] X.X. Xxxxxx Securities Inc. in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the ProspectusFinal Prospectuses, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities Shares as to which the option is being exercised and the date and time when the Option Securities Shares 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on 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 agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $24.2125 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 hereof) 10 hereof bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters), subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 defineddefined below) but shall not be earlier than the Closing Date or 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $9.04 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement to cover over-allotments in the sale of the Underwritten Securities by the Underwriters, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities shares as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than the tenth ten full business day days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) (i) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price per share equal to 96.85% of the principal amount thereof for retail orders (the “Purchase Price”) $24.2125 purchase price in respect of $[ ]. In addition156,400,000 aggregate principal amount) and 98.00% of the principal amount thereof for institutional orders ($24.50 purchase price in respect of $93,600,000 aggregate principal amount), plus accrued interest, if any, from September 23, 2020 to the First Time of Delivery (as defined below) and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and each of the Underwriters, on the basis and each of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchaseUnderwriters agrees, severally and not jointly, to purchase from the Company the Option Securities Company, at the Purchase Price less an price for retail orders described above, that portion of the principal amount per share equal of Optional Securities as to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are which such election shall have been exercised (to be purchased, adjusted by you so as to avoid purchases of Securities other than in integral multiples of $25) determined by multiplying such principal amount of Optional Securities by a fraction the number numerator of Option Securities to be purchased by each Underwriter shall be which is the number maximum principle amount of Option Optional Securities which bears the same ratio such Underwriter is entitled to the aggregate number of Option Securities being purchased purchase as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as and the denominator of which is the maximum principal amount of Optional Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to $37,500,000 aggregate principal amount of its 4.750% Junior Subordinated Notes due 2060, at the price for retail orders set forth in Section 11 hereof) bears to above, for the aggregate number sole purpose of Underwritten Securities being purchased from the Company by the several Underwriterscovering over-allotments, subject, however, to if any. Any such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option election to purchase Option Optional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, may be exercised only by written notice from the Representative[s] Representatives to the Company. Such notice shall set , given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number principal amount of Option Optional Securities as to which the option is being exercised be purchased and the date and time when the Option on which such Optional Securities are to be delivered and paid fordelivered, which may be as determined by the same date and time as the Closing Date (as hereinafter defined) Representatives but shall not be in no event earlier than the Closing Date First Time of Delivery (as defined in Section 2(b) hereof), or unless the Representatives and the Company otherwise agree in writing, earlier than two or later than the tenth full ten “business day days” (as hereinafter defineddefined in Section 14(b) hereof) after the date of such notice; provided that such election with respect to Optional Securities to be delivered on the First Time of Delivery may be effected by a notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given dated at least three one business days prior day before the First Time of Delivery. The Company understands that the Underwriters intend to make a public offering of the date Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and time initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of delivery specified thereinan Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) equal to 97.125% of $[ ]the principal amount thereof plus accrued interest, if any, from May 14, 2008 to the date of payment and delivery. In additionThe public offering price of the Securities is not in excess of the price recommended by UBS Securities LLC (“UBS”), acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the Financial Industry Regulatory Authority, Inc. (“FINRA”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementthe Additional Securities, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option right to purchasepurchase in whole, severally and not jointlyor from time to time in part, the Additional Securities from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date (as defined below) to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery, solely to cover over-allotments. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall makemay make in order to ensure that the principal amount of Additional Securities purchased by each Underwriter is an integral multiple of $1,000. The Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional Securities are to be delivered and paid forfor (an “Additional Closing Date”), which may shall be on or after the same date and time as of the Closing Date (as hereinafter defined) but shall not be earlier than two business days after the Closing Date or date such notice is given nor later than the tenth full business day 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 11 10 hereof). Any such notice shall , except as otherwise may be given at least three business days prior to agreed between the date and time of delivery specified thereinparties.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Underwritten 5,000,000 Initial Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase from the Company the respective number of Underwritten shares of the Initial Securities set forth opposite such that Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]hereto. In addition, the Company agrees Each Underwriter shall be obligated to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, purchase from the Company that number of shares of the Option Initial Securities at that represents the Purchase Price less an amount per share equal same proportion of the number of shares of the Initial Securities to any dividends or distributions declared be sold by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten shares of the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number increased of shares of the Initial Securities to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Initial Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 750,000 additional Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Initial Securities in the offering and as set forth in Section 11 5 hereof) bears . Each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Underwritten shares of Option Securities being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Securities shares as the Representative[s] Representative may determine) that bears the same proportion to the total number of shares of the Option Securities to be sold on such Option Securities Closing Date as the number of shares of Initial Securities set forth in their sole discretion shall makeSchedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of the Initial Securities. The Underwriters may exercise price of both the option to purchase Initial Securities and any Option Securities at any time in wholepurchased by the Underwriters shall be $10.6875 per share. With respect to the Reserved Securities purchased by FUR Investors LLC or its affiliates, or from time to time in partthe price of such securities shall be $11.25 per share. FUR Investors LLC and its affiliates have agreed to, on or before the thirtieth day following the date and shall, acquire all of the ProspectusReserved Securities; provided, however, that such obligation of FUR Investors LLC and its affiliates to acquire all of the Reserved Securities shall be reduced by written notice from the Representative[s] to number of Reserved Securities, if any, acquired by the trustees or members of senior management of the Company. Such notice The Company shall set forth not be obligated to deliver any of the aggregate number of Initial Securities or 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 foron the applicable Closing Date, which may except upon payment for all such Securities to be the same date and time as the purchased on such 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, this Agreement, the Company agrees to issue and sell the Firm Shares and/or Pre-Funded Warrants to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase the Firm Shares and/or Pre-Funded Warrants from the Company the respective number of Underwritten Securities Company, as set forth opposite such Underwriter’s name in on Schedule 1 hereto at a I hereto. The purchase price payable by the Underwriters for one Firm Share shall be $[●] per share (Firm Share and the “Purchase Price”) of purchase price payable by the Underwriters for one Pre-Funded Warrant shall be $[ ][●] per Pre-Funded Warrant. In addition, the Company agrees to issue and sell the Option Securities grants to the several Underwriters as provided in this Agreementan option to purchase up to [●] Option Shares. The purchase price to be paid per Option Share shall be equal to the price per Firm Share, and the Underwriters, on the basis of the representations, warranties and agreements which is set forth herein and subject to the conditions set forth herein, shall have the option to purchaseabove. Each Underwriter agrees, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, purchase the number of Option Securities Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities which bears the same ratio Shares to the aggregate number of Option Securities being purchased be sold on such Delivery Date as the number of Underwritten Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate total number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeFirm Securities. The Underwriters may exercise the option Company is not obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number of Firm Securities or Option Securities as to which the option is being exercised and the date and time when the Option Securities are Shares to be delivered and paid foron the applicable Delivery Date, which may be the same date and time except upon payment for all such Firm Securities or Option Shares, as the Closing case may be, to be purchased on such applicable Delivery 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from September 14, 2010 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared the date of payment and delivery. The option granted hereunder is for use by the Company and payable on Underwriters solely in covering any over-allotments in connection with the initial offering of the Underwritten Securities but not payable on by the Option SecuritiesUnderwriters. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter Underwriters shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter Underwriters in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Option Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectus, by written notice from the Representative[s] Representative to the Company; provided that any such notice shall specify an Additional Closing Date (as hereafter defined) to occur on a date no later than the last day in the 13-day period commencing on and including the Closing Date (as hereinafter defined), following which date the option shall expire. Such notice shall set forth the aggregate number 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, 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 or, with respect to any Option Securities to be delivered after the Closing Date, no earlier than the tenth full one (1) business day (as hereinafter defined) after the date of such notice and in any event no later than the last day in the 13-day period commencing on and including the Closing Date unless the Representative and the Company otherwise agree in writing (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior , provided that with respect to the Additional Closing Date, in no event shall the Additional Closing Date be postponed to a date later than the last day in the 13-day period commencing on and time of delivery specified thereinincluding the Closing Date).

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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, for which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date or 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein. Option Securities may be purchased by the Underwriters for the purposes set forth under the caption “Underwriting” in the Prospectus.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to (i) 98.00% of the principal amount thereof (the “Institutional Purchase Price”), in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of $[ ]the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from June 24, 2008 to the Initial Closing Date (as defined below). In additionThe Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 657,380. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell the Option Securities hereby grants a one-time option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Retail Purchase Price less an or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount per share equal of Option Securities as to any dividends or distributions declared by which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Closing Date (as defined below) but shall not be (i) earlier than the Closing Date nor (ii) earlier than the third business day after the date of such notice, except as the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesRepresentatives may otherwise agree. If any Option Securities are to be purchased, the number The principal amount of Option Securities to be purchased by each Underwriter shall be the number same percentage of the aggregate principal amount of Option Securities which bears the same ratio to the aggregate number of Option Securities being be purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities, subject, however, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeshares. The Underwriters may exercise the option Company will not be obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from Securities except upon payment for all the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriterhereby agrees, on the basis of the representations, warranties and agreements set forth of the Underwriters contained herein and subject to all of the terms and conditions set forth herein, to issue and sell to each of the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company Company, the respective number of Underwritten shares of the Firm Securities set forth opposite such that Underwriter’s name in Schedule 1 hereto at a price per share (I hereto. The respective purchase obligations of the “Purchase Price”) of $[ ]Underwriters with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares as the Representatives may determine. In addition, the Company agrees to issue and sell the Option Securities grants to the several Underwriters an option to purchase up to 2,250,000 additional shares of Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Securities in the offering and as provided in this Agreement, and the Underwriters, 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 purchasein Section 4 hereof. Each Underwriter agrees, severally and not jointly, from to purchase the Company the number of shares of Option Securities at (subject to such adjustments to eliminate fractional shares as the Purchase Price less an amount per share equal Representatives may determine) that bears the same proportion to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the total number of shares of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased sold on such Delivery Date as the number of Underwritten shares of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such bears to the total number increased of shares of Firm Securities. The price of both the Firm Securities and any Option Securities purchased by the Underwriters shall be as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeAnnex 4 hereto. The Underwriters may exercise Company shall not be obligated to deliver any of the option to purchase Firm Securities or 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 forhereunder on the applicable Delivery Date, which may except upon payment for all such Securities to be the same date and time purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company Company, at a price per ADS (the “Purchase Price”) of U.S.$[·], the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in on Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities shares as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or later than the tenth 10th 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.25% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from April 19, 2018 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from April 19, 2018 to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesAdditional Closing Date (as defined below). If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectus, by written notice from the Representative[s] Underwriters to the Company. Such notice shall set forth the aggregate number 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 or 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 11 10 hereof). Any Except with respect to Option Securities to be purchased on the Closing Date, if any, any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from April 6, 2020 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement and solely to cover over-allotments, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from April 6, 2020 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 or 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 11 10 hereof). Any Except with respect to Option Securities to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date unless the Company otherwise agrees), any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.625% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from June 18, 2013 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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, for which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions set forth hereinof, this Agreement, the Company agrees to issue and sell the Common Units and/or Pre-Funded Units to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase the Common Units and/or Pre-Funded Units from the Company the respective number of Underwritten Securities Company, as set forth opposite such Underwriter’s name in on Schedule 1 hereto at a I hereto. The purchase price payable by the Underwriters for one Common Unit shall be $[●] and the purchase price payable by the Underwriters for one Pre-Funded Unit shall be $[●] per share (the “Purchase Price”) of $[ ]share. In addition, the Company agrees to issue and sell the Option Securities grants to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the an option to purchasepurchase up to [●] Option Shares at a price per Option Share of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]. Each Underwriter agrees, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, purchase the number of Option Securities to be purchased by each Underwriter shall be the number shares of Option Securities which (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same ratio proportion to the aggregate total number of shares of Option Securities being purchased Shares to be sold on such Delivery Date as the number of Underwritten Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate total number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeFirm Securities. The Underwriters may exercise Company is not obligated to deliver any of the option to purchase Firm Securities or 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 foron the applicable Delivery Date, which may be the same date and time except upon payment for all such Firm Securities or Option Securities, as the Closing case may be, to be purchased on such applicable Delivery 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 600,000 shares of the Underwritten Firm Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of shares of the Firm Securities set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the conditions Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 90,000 additional shares of Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Series A Preferred Stock than the number of Firm Securities in the offering and as set forth herein, in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten shares of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Securities to be sold on such Delivery Date as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a opposite the name of such Underwriter bears to the total number of shares of Firm Securities. The price of both the Firm Securities and any Option Securities purchased by the Underwriters shall be $23.75 per share; provided that the purchase price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Security shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Securities but not payable on the Option Securities. If The Company shall not be obligated to deliver any Option of the Firm Securities are to be purchased, the number of or Option Securities to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] Firm Shares to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth hereinopposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares. In addition, the Company grants to the Underwriters an option to purchase up to [l] additional Option Shares. Such option is exercisable in the event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Securities which bears the same ratio Shares to the aggregate number of Option Securities being purchased be sold on such Delivery Date as the number of Underwritten Securities shares of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate total number of Underwritten Securities being purchased from the Company shares of Firm Shares. The purchase price payable by the several Underwriters, subject, however, to such adjustments to eliminate Underwriters for both the Firm Shares and any fractional Securities as the Representative[sOption Shares is $[l] in their sole discretion shall makeper share. The Underwriters may exercise the option Company is not obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number of Firm Shares or Option Securities as to which the option is being exercised and the date and time when the Option Securities are Shares to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such Securities to be the same date and time purchased on such applicable Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell [ ] shares of the Underwritten Firm Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representationsUnderwriters, warranties severally and agreements not jointly, agrees to purchase the number of shares of the Firm Securities set forth herein and subject opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the conditions Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [ ] additional shares of Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Series A Preferred Stock than the number of Firm Securities in the offering and as set forth herein, in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten shares of Option Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Securities to be sold on such Delivery Date as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a opposite the name of such Underwriter bears to the total number of shares of Firm Securities. The price of both the Firm Securities and any Option Securities purchased by the Underwriters shall be $25.00 per share; provided that the purchase price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Security shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Securities but not payable on the Option Securities. If The Company shall not be obligated to deliver any Option of the Firm Securities are to be purchased, the number of or Option Securities to be purchased by each Underwriter shall be delivered on the number of Option applicable Delivery Date, except upon payment for all such Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) equal to [•]% of $[ the principal amount thereof plus accrued interest, if any, from May [•], 2008 to the date of payment and delivery. In additionOn the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementthe Additional Securities, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option right to purchasepurchase in whole, severally and not jointlyor from time to time in part, the Additional Securities from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date (as defined below) to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery, solely to cover over-allotments. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall makemay make in order to ensure that the principal amount of Additional Securities purchased by each Underwriter is a multiple of $1,000. The Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional Securities are to be delivered and paid forfor (an “Additional Closing Date”), which may shall be on or after the same date and time as of the Closing Date (as hereinafter defined) but shall not be earlier than two business days after the Closing Date or date such notice is given nor later than the tenth full business day 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 11 10 hereof). Any such notice shall , except as otherwise may be given at least three business days prior to agreed between the date and time of delivery specified thereinparties.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.125% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from December 16, 2013 to the date of $[ ]payment and delivery. In additionOn the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreementthe Additional Securities, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option right to purchase, severally and not jointly, the Additional Securities from the Company the Option Securities in whole, or from time to time in part, at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date (as defined below) to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall makemay make in order to ensure that the principal amount of Additional Securities purchased by each Underwriter is an integral multiple of $1,000. The Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional Securities are to be delivered and paid forfor (an “Additional Closing Date”), which may shall be on or after the same date and time as of the Closing Date (as hereinafter defined) but shall not be earlier than two business days after the Closing Date or date such notice is given nor later than the tenth full business day 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 11 10 hereof), except as otherwise may be agreed between the parties. Any such notice shall Additional Securities may be given at least three business days prior purchased as provided in this Section 2 solely to the date and time of delivery specified thereincover over-allotments, if any.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from June 3, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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, for which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date or nor later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities Notes to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price (the “Purchase Price”) equal to 100% of the principal amount thereof plus accrued interest, if any, from January 9, 2013 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. The Company agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In additionEuro 12.83 or $ 16.75 per Share, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, applicable based on the basis of the representationssplit between allocations settled in Euros and Dollars, warranties and agreements set forth herein and subject respectively, as notified in writing to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, Representatives on or before the thirtieth day following the date behalf of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number of Option Securities Underwriters 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 soon 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days practicable prior to the date applicable Closing Date. The Company will not be obligated to deliver any of the Shares except upon payment for all the Shares to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and time initially to offer the Securities on the terms set forth in the Time of delivery specified thereinSale Information and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In additionthis Agreement, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis 2,100,000 shares of the representations, warranties Firm Securities and agreements each Initial Selling Stockholder hereby agrees to sell the number of shares of the Firm Securities set forth herein and subject to the conditions set forth herein, shall have the option to purchaseopposite its name in Schedule II hereto, severally and not jointly, from to the Company several Underwriters and each of the Option Securities at the Purchase Price less an amount per share equal Underwriters, severally and not jointly, agrees to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, purchase the number of Option shares of the Firm Securities set forth opposite that Underwriter's name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Initial Selling Stockholder, that number of shares of the Firm Securities which represents the same proportion of the number of shares of the Firm Securities to be purchased sold by the Company, and by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased Initial Selling Stockholder, as the number of Underwritten shares of the Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such I represents of the total number increased of shares of the Firm Securities to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Management Selling Stockholders, severally and not jointly, grant to the Underwriters an option to purchase up to 317,920 shares of Option Securities. Such option is granted for the purpose of covering over-allotments in the sale of Firm Securities and is exercisable as provided in Section 5 hereof. Shares of Option Securities shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Securities set forth opposite the name of such Underwriters in Section 11 hereof) bears Schedule I hereto. The respective purchase obligations of each Underwriter with respect to the aggregate number of Underwritten Option Securities being purchased from the Company shall be adjusted by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion Representatives so that no Underwriter shall make. The Underwriters may exercise the option be obligated to purchase Option Securities at other than in 100 share amounts. The price of both the Firm Securities and any time in whole, or from time Option Securities shall be $ per share. Neither the Company nor any Selling Stockholder shall be obligated to time in part, on or before the thirtieth day following the date deliver any of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 on any Delivery Date (as hereinafter defined) but shall not defined in Section 5 below), except upon payment for all the Securities to be earlier than the Closing purchased on such Delivery 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein covenants contained in, and subject to the terms and conditions of, this Agreement, each Selling Stockholder agrees to sell the number of Firm Securities set forth herein, agreesopposite its name in Schedule II hereto, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementUnderwriters, and each of the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal agrees to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, purchase the number of Option Firm Securities set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of Firm Securities that represents the same proportion of the number of Firm Securities to be purchased sold by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased Selling Stockholder as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or I represents to the total number of Firm Securities to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Stockholder grants to the Underwriters an option to purchase up to the number of Option Securities set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more Common Shares in the form of ADSs than the number increased of Firm Securities in the offering and as set forth in Section 11 5 hereof) bears . Any such election to purchase Option Securities shall be made in proportion to the aggregate maximum number of Underwritten Option Securities being purchased from to be sold by each Selling Stockholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the Company by the several Underwriters, subject, however, number of Option Securities (subject to such adjustments to eliminate any fractional Securities shares as the Representative[s] in their sole discretion shall make. The Underwriters Representatives may exercise determine) that bears the option to 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 Prospectus, by written notice from the Representative[s] same proportion to the Company. Such notice shall set forth the aggregate total number of Option Securities to be sold on such Delivery Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to which the option is being exercised total number of Firm Securities. The purchase price payable by the Underwriters for both the Firm Securities and the date and time when the any Option Securities is $[•] per ADS. The Selling Stockholders are not obligated to deliver any of the Firm Securities or Option Securities to be delivered and paid foron the applicable Delivery Date, which may except upon payment for all such ADSs to be the same date and time purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company [the respective aggregate principal amount of][the number of of] Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a the price per share (the “Purchase Price”) of $[ ]set forth in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number [aggregate principal amount] [number] of Option Securities to be purchased by each Underwriter shall be the number [aggregate principal amount] [number] of Option Securities which bears the same ratio to the [aggregate number principal amount] [aggregate number] of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the [aggregate number principal amount] [aggregate number] of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the [aggregate number principal amount] [aggregate number] 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to (i) 99.00% of the principal amount thereof (the “Institutional Purchase Price”), in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of $[ ]the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from March 14, 2013 to the Initial Closing Date (as defined below). In additionThe Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 1,167,000. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell the Option Securities hereby grants a one-time option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Retail Purchase Price less an or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount per share equal of Option Securities as to any dividends or distributions declared by which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Initial Closing Date (as defined below) but shall not be (i) earlier than the Initial Closing Date nor (ii) earlier than the second business day after the date of such notice, except as the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesRepresentatives may otherwise agree. If any Option Securities are to be purchased, the number The principal amount of Option Securities to be purchased by each Underwriter shall be the number same percentage of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being be purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities, subject, however, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeSecurities. The Underwriters may exercise the option Company will not be obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from Securities except upon payment for all the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company at the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In additionset forth in Schedule 1, the Company agrees aggregate principal amount of Securities set forth in Schedule 1 hereto opposite the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to issue and sell the Option Securities purchase pursuant to the several Underwriters as provided provisions of this Section 3. On the basis of the representations and warranties contained in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to its terms and conditions, the conditions set forth herein, shall have Company grants the Underwriters an option to purchase, severally and not jointly, from the Company the Option up to an additional $11,250,000 aggregate principal amount of Securities at the Purchase Price less an amount per share equal (without giving effect to any dividends or distributions declared by accrued interest from the Company and payable on Closing Date to the Underwritten Securities but not payable on the Option Securities. If any relevant Option Securities Closing Date, as those terms are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makedefined herein). The Underwriters option granted in this Section 3 will expire 30 days after the date of this Agreement and may exercise the option to purchase Option Securities at any time be exercised in whole, whole or from time to time in part, on or before the thirtieth day following the date of the Prospectus, part by written notice from the Representative[s] being given to the CompanyCompany by the Underwriters; provided that if such date falls on a day that is not a business day, the option will expire on the next succeeding business day. Such notice shall set forth the aggregate number principal amount of Option Securities as to be purchased by the Underwriters, the names in which the option is being exercised Option Securities are to be registered, the denominations in which the Option Securities are to be issued and the date and time time, as determined by the Representatives, when the Option Securities are to be delivered and paid fordelivered; provided, which may be however, that the same date and time as the Closing Date (as hereinafter defined) but of delivery shall not be earlier than the Initial Closing Date or nor earlier than the fourth business day after the date on which the option shall have been exercised nor later than the tenth full fifth business day (as hereinafter defined) after the date on which the option shall have been exercised. On each day, if any, that Option Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the aggregate principal amount of Option Securities that bears the same proportion to the total aggregate principal amount of Option Securities to be purchased on such Option Securities Closing Date as the aggregate principal amount of Initial Securities set forth in Schedule 1 hereto opposite the name of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given at least three business days prior Underwriter bears to the total aggregate principal amount of Initial Securities. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in the Representatives’ judgment is advisable. The Company is further advised by the Representatives that the Securities are to be offered to the public initially at 100% of the aggregate principal amount thereof plus accrued interest, if any, from the date of issuance (the “Public Offering Price”) and time to certain dealers selected by the Representatives at a price that represents a concession not in excess of delivery specified therein$0.375 per note. The Company shall not be obligated to deliver any of the Initial Securities or Option Securities to be delivered on the applicable Closing Date, except upon payment for all such Securities to be purchased on such Closing Date as provided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price per share of 97.5% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from October 7, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from October 7, 2009 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from October 4, 2010 to the Closing Date (as defined below). The public offering price of $[ ]the Securities is not in excess of the price recommended by Xxxxxxx Xxxxx & Associates, Inc., acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to (i) 99% of the principal amount thereof (the “Institutional Purchase Price”), in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of $[ ]the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from August 13, 2018 to the Initial Closing Date (as defined below). In additionThe Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 1,646,000. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell the Option Securities hereby grants a one-time option to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Retail Purchase Price less an or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount per share equal of Option Securities as to any dividends or distributions declared by which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Initial Closing Date (as defined below) but shall not be (i) earlier than the Initial Closing Date nor (ii) earlier than the second business day after the date of such notice, except as the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesRepresentatives may otherwise agree. If any Option Securities are to be purchased, the number The principal amount of Option Securities to be purchased by each Underwriter shall be the number same percentage of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being be purchased from the Company by the several UnderwritersUnderwriters as such Underwriter is purchasing of the Underwritten Securities, subject, however, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeSecurities. The Underwriters may exercise the option Company will not be obligated to purchase Option Securities at deliver any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from Securities except upon payment for all the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 purchased 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities ADSs to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities ADSs set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price per share ADS (the “Purchase Price”) of $[ ]17.235. In addition, the Company agrees to issue and sell the Option Securities ADSs to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities ADSs at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company prior to the Option Closing Date and payable on the Underwritten Securities Shares but not payable on the Option SecuritiesShares. If any Option Securities ADSs are to be purchased, the number of Option Securities ADSs to be purchased by each Underwriter shall be the number of Option Securities ADSs which bears the same ratio to the aggregate number of Option Securities ADSs being purchased as the number of Underwritten Securities ADSs set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities ADSs being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities ADSs as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities ADSs at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities ADSs as to which the option is being exercised and the date and time when the Option Securities ADSs 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of the principal amount thereof plus accrued interest, if any, from April 25, 2007 to the Closing Date (as defined below) (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Additional Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Additional Securities are to be purchased, the number principal amount of Option Additional Securities to be purchased by each Underwriter shall be the number principal amount of Option Additional Securities which bears the same ratio to the aggregate number principal amount of Option Additional Securities being purchased as the number principal amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option the Additional Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional Securities are to be delivered and paid for, 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 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 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Initial Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number aggregate principal amount of Underwritten Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a the price per share (the “Purchase Price”) of $[ ]set forth in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option SecuritiesPrice. If any Option Securities are to be purchased, the number aggregate principal amount of Option Securities to be purchased by each Underwriter shall be the number aggregate principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number aggregate principal amount of Underwritten Initial Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number principal amount of Underwritten Initial Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters each Underwriter as provided in this Agreement, and each Underwriter, 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 Company Company, at a price equal to 96.25% of the respective number principal amount thereof (the “Purchase Price”), plus accrued interest, if any, to the Closing Date, the principal amount of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]I hereto. In addition, the Company agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, purchase from the Company the Option Additional Securities at the Purchase Price less an amount per share equal Price, plus accrued and unpaid interest, if any, from the Closing Date to the Additional Closing Date (as defined in Section 2(c)). The Company will not be obligated to deliver any dividends or distributions declared by of the Company and payable on Securities except upon payment for all the Underwritten Securities but not payable on the Option Securitiesto be purchased as provided herein. If any Option Additional Securities are to be purchased, the number amount of Option Additional Securities to be purchased by each Underwriter shall be the number amount of Option Additional Securities which bears the same ratio to the aggregate number amount of Option Additional Securities being purchased as the number amount of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 hereof) bears to the aggregate number amount of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the one-time option to 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 ProspectusAdditional Securities, by written notice from the Representative[s] Representatives to the Company; provided any Additional Closing Date occurs within the 13 calendar day period from and including the Closing Date (the “Exercise Period”). Such notice shall set forth the aggregate number principal amount of Option Additional Securities as to which the option is being exercised and the date and time when the Option Additional 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 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 11 hereof)notice. Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.25% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from September 14, 2016 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement and solely to cover over-allotments, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from September 14, 2016 to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number principal amount of Option Securities to be purchased by each Underwriter shall be the number principal amount of Option Securities which bears the same ratio to the aggregate number principal amount of Option Securities being purchased as the number principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number principal amount increased as set forth in Section 11 10 hereof) bears to the aggregate number principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or 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 11 10 hereof). Any Except with respect to Option Securities to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date unless the Company otherwise agrees), any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriterhereby agrees, on the basis of the representations, warranties and agreements set forth of the Underwriters contained herein and subject to all of the terms and conditions set forth herein, to issue and sell to each of the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company Company, the respective number of Underwritten shares of the Firm Securities set forth opposite such that Underwriter’s name in Schedule 1 hereto at a price per share (I hereto. The respective purchase obligations of the “Purchase Price”) of $[ ]Underwriters with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares. In addition, the Company agrees to issue and sell the Option Securities grants to the several Underwriters an option to purchase up to 1,800,000 additional shares of Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of Firm Securities in the offering and as provided in this Agreement, and the Underwriters, 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 purchasein Section 4 hereof. Each Underwriter agrees, severally and not jointly, from to purchase the Company the number of shares of Option Securities at (subject to such adjustments to eliminate fractional shares) that bears the Purchase Price less an amount per share equal same proportion to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the total number of shares of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased sold on such Delivery Date as the number of Underwritten shares of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule 1 hereto (or such bears to the total number increased of shares of Firm Securities. The price of both the Firm Securities and any Option Securities purchased by the Underwriters shall be as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall makeAnnex 4 hereto. The Underwriters may exercise Company shall not be obligated to deliver any of the option to purchase Firm Securities or 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 Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number 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 forhereunder on the applicable Delivery Date, which may except upon payment for all such Securities to be the same date and time purchased on such Delivery Date 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.00% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from February 14, 2014 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery, solely to cover over-allotments. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.of

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97.25% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from September 28, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on delivery of the Option Securities. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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, 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 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 11 10 hereof). Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein (i) the Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, (ii) the Guarantor agrees to issue and deliver the Guaranty, and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Guarantor the respective principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 97.50% of the principal amount thereof (the “Purchase Price”) plus accrued interest, on if any, from February 3, 2009 to the Closing Date (as defined below). 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”i) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and (ii) the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on delivery. The Guarantor agrees that the Option SecuritiesSecurities shall have the benefit of the Guaranty. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth thirteenth day following the date of the Prospectus, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or later than the first to occur of 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 11 10 hereof)) or the thirteenth day following the Closing Date. Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein. No Option Securities shall be sold or delivered unless the Underwritten Securities previously have been, or simultaneously are, sold and delivered.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number principal amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share equal to 97% of the principal amount thereof (the “Purchase Price”) of $[ ]plus accrued interest, if any, from February 4, 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal plus accrued interest, if any, from the Closing Date to any dividends or distributions declared by the Company date of payment and payable on the Underwritten Securities but not payable on the Option Securitiesdelivery. If any Option Securities are to be purchased, the number amount of Option Securities to be purchased by each Underwriter shall be the number amount of Option Securities which bears the same ratio to the aggregate number amount of Option Securities being purchased as the number amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number amount increased as set forth in Section 11 10 hereof) bears to the aggregate number amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities in denominations other than $1,000 as the Representative[s] Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representative to the Company. Such notice shall set forth the aggregate number 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 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 provisions of Section 11 10 hereof). Any such notice shall be given at least three two business days prior to the date and time of delivery specified therein.

Purchase of the Securities by the Underwriters. (a) The On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Underwritten 1,600,000 Initial Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesUnderwriters, severally and not jointly, agrees to purchase from the Company the respective number of Underwritten shares of the Initial Securities set forth opposite such that Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]hereto. In addition, the Company agrees Each Underwriter shall be obligated to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, 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, purchase from the Company that number of shares of the Option Initial Securities at that represents the Purchase Price less an amount per share equal same proportion of the number of shares of the Initial Securities to any dividends or distributions declared be sold by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten shares of the Initial Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number increased of shares of the Initial Securities to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Initial Securities shall be rounded between the Underwriters to avoid fractional shares, as the Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to 15% additional Option Securities. Such option is exercisable in the event that the Underwriters sell more shares of Series D Preferred Shares than the number of Initial Securities in the offering and as set forth in Section 11 5 hereof) bears . Each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Underwritten shares of Option Securities being purchased from the Company by the several Underwriters, subject, however, (subject to such adjustments to eliminate any fractional Securities shares as the Representative[s] in their sole discretion shall make. The Underwriters may exercise determine) that bears the option to 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 Prospectus, by written notice from the Representative[s] same proportion to the Company. Such notice shall set forth the aggregate total number of Option Securities as to which the option is being exercised and the date and time when shares of the Option Securities are to be sold on such Option Securities Closing Date as the number of shares of Initial Securities set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of the Initial Securities. The price of both the Initial Securities and any Option Securities purchased by the Underwriters (including the Reserved Securities) shall be $24.2125 per share. The price of the Reserved Securities purchased by each of The Axxxxx Family Evergreen Foundation and Mxxxxxx Xxxxxx shall be $25.00 per share. The Axxxxx Family Evergreen Foundation and Mxxxxxx Xxxxxx have agreed to, and shall, acquire all of the Reserved Securities. The Company shall not be obligated to deliver any of the Initial Securities or Option Securities to be delivered and paid foron the applicable Closing Date, which may except upon payment for all such Securities to be the same date and time as the purchased on such 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified thereinprovided herein.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities Notes to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price (the “Purchase Price”) equal to 99.08% of the principal amount thereof plus accrued interest, if any, from May 18, 2020 to the applicable Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. The Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of Euro 8.4957 or $[ ]. In addition9.1897 per Share, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, applicable based on the basis of the representationssplit between allocations settled in Euros and Dollars, warranties and agreements set forth herein and subject respectively, as notified in writing to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Representative[s] in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, Representatives on or before the thirtieth day following the date behalf of the Prospectus, by written notice from the Representative[s] to the Company. Such notice shall set forth the aggregate number of Option Securities Underwriters 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 soon 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 provisions of Section 11 hereof). Any such notice shall be given at least three business days practicable prior to the date applicable Closing Date. The Company will not be obligated to deliver any of the Shares except upon payment for all the Shares to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and time initially to offer the Securities on the terms set forth in the Time of delivery specified thereinSale Information and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $24.2125 (the “Purchase Price”) of $[ ]). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this AgreementAgreement to cover over-allotments, if any, and the Underwriters, 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, from the Company the Option Securities at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities shares as the Representative[s] Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the 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 Prospectusthis Agreement, by written notice from the Representative[s] Representatives to the Company. Such notice shall set forth the aggregate number 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 or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than the tenth ten full business day days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 10 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein.