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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 amount of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of equal to $[ ]990.00 per Security. In addition, the The Company agrees will not be obligated to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis deliver any of the representations, warranties and agreements set forth herein and subject to Securities except upon payment for all 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 makeprovided herein. 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. (b) 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 Representative[s] Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package. 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. (cb) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Representative at 10:00 A.M., A.M. New York City timetime on October 28, on [ ]2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if .” A “business day” means a day other than Saturday or Sunday or other day on which the Closing Datebanking institutions in The City of New York are authorized or required by law or executive order to remain closed. The Securities to be purchased by each Underwriter hereunder will be represented by one or more global depositary receipts representing the Securities in book-entry form, is herein referred to as which will be deposited by or on behalf of the Company with The Depository Trust Company (“Additional Closing Date.” DTC”) or its designated custodian. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of DTC, for the respective accounts of the several Underwriters of the Securities to be purchased on such date as specified by the Representative, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the The Securities shall be made through registered in such names and such denominations as the facilities Representative shall request in writing not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. The documents to be delivered at each Closing Date by or on behalf of The Depository Trust Company the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “DTCClosing Location”) unless the Representative[s] shall otherwise instruct). (dc) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Representative and the other Underwriters shall have no responsibility or liability to the Company with respect theretoto such matters. 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 CompanyCompany or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten Securities Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the conditions set forth hereinUnderwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at a price of $________ per share (which gives effect to a ___% discount), the Company the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (I hereto, subject to adjustment in accordance with Section 8 hereof. The Underwriters agree to offer the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Firm 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 public 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. (b) The Company understands hereby grants to the Representative and its designees an option to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of forty-five (45) days from the date hereof at the purchase price per Share set forth above. Optional Securities shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto, except that the Underwriters intend respective purchase obligations of each Underwriter shall be adjusted by the Representative so that no Underwriter shall be obligated to make a public offering of purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative[s] is advisablepreviously have been, or simultaneously are, sold 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 Underwriterdelivered. (c) Payment for the Securities shall be made by wire transfer in immediately available funds The Company hereby grants and issues to the account specified by the Company to the Representative[s] Underwriters in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, quantities set forth next to their respective names on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Schedule 3(c) hereto warrants (“Underwriters’ election Warrants”) to purchase such Option Securities. The time and date an aggregate of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters _______ shares of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely ’s common stock for the benefit $____ per share [Note: 110% of the Underwriters and shall not be on behalf public offering price of the Company.Firm Securities], subject to certain anti-dilution adjustments. The Underwriters’ Warrants are evidenced by the form of Warrant attached hereto as Exhibit A.

Purchase of the Securities by the Underwriters. (a) The Upon the terms herein set forth, the Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this Agreement, an aggregate of 27,142,858 Firm Shares and each Underwriter, on Warrants to purchase up to an aggregate of 27,142,858 Shares. On the basis of the representations, warranties and agreements set forth herein contained, and upon the terms but subject to the conditions herein set forth hereinforth, agreesthe Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Underwritten Securities Firm Shares and Warrants representing that number of underlying Warrant Shares set forth opposite such Underwriter’s name in their names on Schedule 1 hereto at a I. The purchase price per share (the “Purchase Price”) of $[ ]. In addition, the Company agrees Unit to issue and sell the Option Securities to be paid by the several Underwriters to the Company shall be $0.658 as provided in this Agreement, and the Underwritersmore fully described on Schedule III hereto. (b) In addition, on the basis of the representations, warranties and agreements set forth herein contained, and upon the terms but subject to the conditions herein set forth hereinforth, shall have the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 1,428,571 Option Shares and/or Option Warrants to purchase up to an aggregate of 1,428,571 Shares from the Company the Company, at a purchase price of $0.6486 per Option Securities at the Purchase Price Share and $0.0094 per Option Warrant, less an amount per share equal to any dividends dividend or distributions distribution declared by the Company and payable on the Underwritten Securities Shares underlying the Units but not payable on the Shares underlying the Option Securities. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. If any Option Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares and/or Option Warrants (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 and/or Option Warrants to the aggregate number of Option Securities being be purchased as the number of Underwritten Securities Firm Shares set forth on Schedule I 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 Representative may exercise cancel the option to purchase Option Securities at any time in whole, or from time prior to time in part, on or before the thirtieth day following the date of the Prospectus, its expiration by giving written notice from the Representative[s] of such cancellation 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the conditions set forth hereinUnderwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at a price of $________ per Unit (giving effect to a 7% discount), the Company the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (I hereto, subject to adjustment in accordance with Section 8 hereof. The Underwriters agree to offer the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Firm 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 public 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. (b) The Company understands hereby grants to the Representative and its designees an option to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of forty-five (45) days from the date hereof at the purchase price per Share set forth above. Optional Securities shall be purchased from the Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto, except that the Underwriters intend respective purchase obligations of each Underwriter shall be adjusted by the Representative so that no Underwriter shall be obligated to make a public offering of purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative[s] is advisablepreviously have been, or simultaneously are, sold 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 Underwriterdelivered. (c) Payment for the Securities shall be made by wire transfer in immediately available funds The Company hereby grants and issues to the account specified Underwriters in the quantities set forth next to their respective names on Schedule 3(c) hereto purchase options (“Underwriters’ Purchase Options”) to purchase an aggregate of 18,000 Units for $____ per Unit [equal to per-Unit Offering price], subject to certain anti-dilution adjustments. The Underwriters’ Purchase Options are evidenced by the Company to the Representative[s] in the case form of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, purchase option attached hereto as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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.Exhibit B.

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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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”) of $[ ]). In addition, the The Company agrees is not obligated to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis deliver any 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 Firm 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 Additional 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for all such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such date with any transfer taxes payable in connection with Delivery Date as provided herein. In addition to the sale of such Securities duly paid discount from the public offering price represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Public Share purchased hereunder (the “Deferred Discount”), subject to Section 5(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company. Delivery ’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Securities shall be made through sold pursuant to this Agreement (the facilities of The Depository Trust Company “Public Stockholders”), (“DTC”a) unless the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty will forfeit any rights or claims to the Company with respect Deferred Discount and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as Public Stockholders on a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Companypro rata basis.

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. (b) The Company understands Bank and the Selling Shareholders understand 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 Representative[s] X.X. Xxxxxx Securities LLC is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Bank and agrees the Selling Shareholders acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account accounts specified by the Company Bank (in respect of the Securities being sold by the Bank) and each Selling Shareholder (in respect of the Securities being sold by such Selling Shareholder) to the Representative[s] Representatives, in the case of the Underwritten Firm Securities, at the offices of [ ], at 10:00 A.M., 9:00 A.M. (New York City time, ) on [ February [•], 2013 (or at such other time or place on the same or such other date, or on another date not later than the fifth business day thereafter, as the Representative[s] X.X. Xxxxxx Securities LLC and the Company Bank may agree upon in writing orwriting) and, in the case of the Option Securities, on the date such dates and at the time and place such times as are specified by the Representative[s] X.X. Xxxxxx Securities LLC in the written notice of the Underwriters’ election to purchase such Option SecuritiesSecurities delivered in accordance with the terms of this Agreement. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date”, ; and the time and date for each such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Each of the Closing Date and the Additional Closing Date shall take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other place as X.X. Xxxxxx Securities LLC and the Bank may agree upon in writing. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes and stamp duties payable in connection with the sale of such Securities duly paid by the CompanyBank and the Selling Shareholders, as applicable. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] X.X. Xxxxxx Securities LLC shall otherwise instruct. The ADRs representing the Securities shall be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M. (New York City time) on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company Each of the Bank and each Selling Shareholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company Bank and the Selling Shareholders with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Bank, the Selling Shareholders or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company Bank, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Each of the Bank and each Selling Shareholder shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Bank or the Selling Shareholders with respect thereto. Any review by the Underwriters of the CompanyBank, 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 CompanyBank or the Selling Shareholders. (e) Each of the Bank and each Selling Shareholder acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Bank and/or the Selling Shareholders and/or the offering that differ from the views of their respective investment banking divisions. Each of the Bank and each Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that the Bank or the Selling Shareholders may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advise communicated to the Bank and/or the Selling Shareholders by such Underwriters’ investment banking divisions. Each of the Bank and each Selling Shareholder acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for all such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities Shares to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Cxxxxxxx Chance US LLP, 30 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City timetime on July 26, on [ ]2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company, as applicable. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] Representatives shall otherwise instruct. (de) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 January 17, 2013 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the “Purchase Price”Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) of $[ ]. In additionSubject 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 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 $5,250,000 aggregate principal amount of Option Securities at the Purchase Price less an amount per share equal same purchase price as the Underwriters shall pay for the Firm Securities. Said option may be exercised only to any dividends or distributions declared cover overallotments in the sale of the Firm Securities by the Underwriters. Said option may be exercised in whole or from time to time in part on or before the 30th day after the date of the Prospectus upon oral or written notice by the Representative to the Company and payable on setting forth the Underwritten Securities but not payable on the Option Securities. If any aggregate principal amount of Option Securities as to which the several Underwriters are to be purchased, exercising the number option and the settlement date. The aggregate 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 Firm Securities, subject, however, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional Optional Securities as the Representative[s] being 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 denominations 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 less 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$1,000. (bc) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cd) Payment for and delivery of the Firm Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Xxxxx Xxxxx LLP at 10:00 A.M., New York City time, on [ ]January 17, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Firm Closing Date”. If the option provided for in Section 2(b) hereof is exercised, payment for and delivery of the Option Securities will be made at the offices of Xxxxx Xxxxx LLP on such date and time, not later than the fifth business day after the exercise of such option, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Option Closing Date” and each of the Firm Closing Date and the Option Closing Date, a “Closing Date”). If settlement for the Option Securities occurs after the Firm Closing Date, the Company will deliver to the Representative on the Option Closing Date, and the time and date for such payment for obligation of the Underwriters to purchase the Option SecuritiesSecurities shall be conditioned upon receipt of, if other than supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Firm Closing Date, is herein referred Date pursuant to as the “Additional Closing DateSection 6 hereof.” (e) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the Representative[s] nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities of The Depository Trust Company (“DTC”) unless Representative not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the applicable Closing Date. (df) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representative 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representative in the case of the Underwritten Securities, at the offices of [ ]Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 00xx Xxxxx, Xxxxx Xxxx, XX at 10:00 A.M., New York City time, on [ ]March 19, 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representative for the respective accounts of the several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased on such date or the Additional Closing Date, as the case may be, 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[s] Representative shall otherwise instruct. The Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the Final 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten SecuritiesShares, at the offices of [ ]Cravath, Swaine & Xxxxx LLP at 10:00 A.M., A.M. New York City timetime on August 22, on [ ]2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ ' election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Shares is referred to herein as the “"Closing Date”, " and the time and date for such payment for the Option SecuritiesShares, if other than the Closing Date, is herein referred to as the “"Additional Closing Date.” ". Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of The certificates for the Securities shall will be made through available for inspection and packaging by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless Citigroup Global Markets Inc. set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty business day prior to the Company with respect to Closing Date or the offering of Securities contemplated hereby (including in connection with determining Additional Closing Date, as the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Companycase may be.

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 any time other than 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. (b) 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 Representative[s] is advisable, and initially to offer the Securities on the terms set forth in the Prospectus100 share amounts. The Company acknowledges price of both the Firm Securities and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Option Securities shall be made by wire transfer in immediately available funds to the account specified by $ per share. Neither the Company nor any Selling Stockholder shall be obligated to the Representative[s] in the case deliver any of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased delivered on the Closing any Delivery Date or the Additional Closing Date(as defined in Section 5 below), as the case may be, shall be made against delivery to the Representative[s] except upon payment for the respective accounts of the several Underwriters of all the Securities to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for all such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities ADSs to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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 amount of Underwritten Firm Securities set forth opposite such that Underwriter’s name in on 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 makeattached hereto. The Underwriters may exercise the option to purchase Option Firm 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 so to be delivered and paid for, which may will 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. (b) 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 form of one or more permanent global notes representing the Representative[s] is advisable, and initially to offer the Securities on the terms set forth in the ProspectusSecurities. The Company acknowledges and agrees that shall deliver the Underwriters may offer and sell Firm Securities to or through any affiliate the facilities of an Underwriter. The Depository Trust Company (c“DTC”) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] 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 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 the number of shares of Option Securities that bears the same proportion to the total number of shares of Option Securities to be sold on such date with any transfer taxes payable in connection with Delivery Date as the sale Firm Securities set forth on Schedule 1 attached hereto opposite the name of such Underwriter bears to the aggregate principal amount of Firm Securities. The Option Securities duly paid by being purchased will be in the Companyform of one or more permanent global notes representing the Securities. Delivery of The Company shall deliver the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC for the respective accounts of the several Underwriters of the Securities to be purchased unless the Representative[s] Representative shall otherwise instruct. (d) . The Company acknowledges price of both the Firm Securities and agrees that any Option Securities purchased by the Underwriters are acting solely in shall be 97.75% of the capacity of an arm’s-length contractual counterparty principal amount thereof plus accrued interest, if any, from July 2, 2008 to the Company with respect to date of payment for the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary toOption Securities, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionif any. The Company shall consult with its own advisors concerning such matters and shall not be responsible for making its own independent investigation and appraisal obligated to deliver any of the transactions contemplated herebyFirm Securities or Option Securities to be delivered on the applicable Delivery Date, and the Underwriters shall have no responsibility or liability except upon payment for all such Securities to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to be purchased on such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyDelivery 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 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 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. (b) 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 Representative[s] is advisable, and initially to offer the Securities hereunder 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for all such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxxx LLP, counsel for the underwriters, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX 00000 at 10:00 9:00 A.M., New York City time, on [ ]April 12, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities Shares duly paid by the Company. Delivery of the Securities Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $2.249 per Warrant Share, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date) pay $0.135 per Warrant Share to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither none of the Representative[s] nor Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representative in the case of the Underwritten Securities, at the offices of [ ], Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., A.M. New York City timetime on June 29, on [ ]2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representative at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) . 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 Representative[s] 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. (cb) Payment for the Firm Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Firm Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 A.M., New York City time, on [ ]May 6, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Additional Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Additional Securities. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Additional Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities of one or more global notes (the “Global Notes”) representing the Securities to be purchased on such date or the Additional Closing Date, as the case may be, 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[s] Representatives shall otherwise instruct. The Global Notes will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (dc) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company or any other person. Additionally, neither the Representative[s] nor any other no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters of the Company, the transactions contemplated hereby thereby 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 or any other person. (d) As compensation to the Underwriters for their commitments hereunder, the Company will pay, or cause to be paid, to the Representatives, for the account of the several Underwriters, a base fee equal to 0.93% of the Purchase Price and for the account of Xxxxxxx Sachs International, a co-ordination fee equal to 0.25% of the Purchase Price, in each case multiplied by the total number of Securities to be delivered by the Company hereunder on the Closing Date or the Additional Closing Date, as the case may be, and may pay an incentive fee at the sole discretion of the Company of up to 0.5% of the Purchase Price (for the account of the three Bookrunners (Xxxxxxx Xxxxx International, CALYON and Société Générale) in such proportions as shall be determined by the Company) multiplied by the total number of Securities to be delivered by the Company hereunder on the Closing Date or the Additional Closing Date, as the case may be. On May 6, 2009, or, in the case of the Additional Securities, on the date and time specified by the Representatives in the written notice of the Underwriters’ election to purchase such Additional Securities, the Representatives may deduct such compensation from the proceeds paid pursuant to paragraph (b) above.

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. (b) 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 Representative[s] Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. 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. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on [ ]May 11, 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ” (d) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, 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[s] Representative shall otherwise instruct.. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, Company the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

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. (b) The Company understands that the Underwriters intend to make a public offering of the Securities in the United States, either directly or through their respective U.S. broker-dealer affiliates upon the terms set forth in the Pricing Disclosure Package and the Final Prospectuses as soon after the effectiveness of this Agreement as in the judgment of the Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package and the Final Prospectuses. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives, in the case of the Underwritten SecuritiesFirm Shares, at the offices of [ ]Torys LLP in Toronto, Ontario at 10:00 8:00 A.M., New York City Toronto time, on [ ]June 10, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesShares, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option SecuritiesShares. The time and date of such payment for the Underwritten Securities Firm Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option SecuritiesShares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, 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[s] Representatives shall otherwise instruct. (d) As compensation to the Underwriters for their commitments hereunder, the Company will pay, or cause to be paid, to X.X. Xxxxxx Securities Inc., for the accounts of the several Underwriters, an amount equal to US$0.60 per share for the Securities to be delivered by the Company hereunder on the Closing Date or the Additional Closing Date, as the case may be. On June 10, 2009, or on such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing, or, in the case of the Option Shares, on the date and time specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares, the Company will pay or cause to be paid by wire transfer, in immediate available funds, such commission to the account specified by X.X. Xxxxxx Securities Inc. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 97.000% of the principal amount thereof plus accrued interest, if any, from December 15, 2003 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the “Purchase Price”Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) of $[ ]. In addition, the The Company hereby agrees to issue and sell the Option Additional Securities to the several Underwriters as provided in this AgreementUnderwriters, 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 a one-time option to purchase, severally and not jointly, from the Company the Option up to $18,750,000 aggregate principal amount of Additional Securities at the Purchase Price less an Price, plus accrued interest, if any, from the Closing Date. If the Representative, on behalf of the Underwriters elect to exercise such option, they shall so notify the Company in writing, which notice (the “Option Notice”) shall specify the aggregate principal amount per share equal of Additional Securities to any dividends or distributions declared be purchased by the Company Underwriters and payable the date on which such Additional Securities are to be purchased. Such option must be exercised, and the Underwritten date of completion of the purchase of the Additional Securities must, in accordance with Section 2(e) hereof, be within a period of thirty (30) calendar days beginning with the Closing Date. Such date of completion may be the same as the Closing Date but not payable on earlier than the Closing Date nor later than five business days after the date of the Option SecuritiesNotice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. If any Option Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Additional Securities that bears the same proportion to the total number of Additional 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 in Schedule 1 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 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 thereinFirm Securities. (bc) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cd) Payment for and delivery of the Firm Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ]Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx, Houston, Texas, at 10:00 A.M., New York City time, on [ ]December 9, 2003, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Closing Date.”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” (e) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the Representative[s] nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Firm Securities to be purchased on such date (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such the Firm Securities duly paid by the Company. Delivery of the Payment for any Additional Securities shall be made through on the facilities date specified in the Option Notice (the “Option Closing Date”) by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”) unless Company, for the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that account of the Underwriters are acting solely in Underwriters, of one or more Global Notes representing the capacity of an arm’s-length contractual counterparty to the Company Additional Securities, with respect to the offering of Securities contemplated hereby (including any transfer taxes payable in connection with determining the terms sale of the offering) and not as a financial advisor or a fiduciary to, or an agent of, Additional Securities duly paid by the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionCompany. The Company shall consult with its own advisors concerning such matters and shall Global Notes will be responsible made available for making its own independent investigation and appraisal of inspection by the transactions contemplated herebyRepresentative not later than 1:00 P.M., and New York City time, on the Underwriters shall have no responsibility or liability business day prior to the Company with respect thereto. Any review by Closing Date or the Underwriters of Option Closing Date, as 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 Companycase may be.

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 at a price per ADS (the “Purchase Price”) of $[·] 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 $[ ]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 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 12 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account accounts specified by the Company Company, to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Shearman & Sterling, at 10:00 12th Floor Gloucester Tower, the Landmark, 15 Queen’s Road Central, Hong Kong, at [10:00] A.M., New York City time, on [ November [·], 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and Representatives, the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date the Closing Date or the Additional Closing Date, as the case may be, 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[s] Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its their own advisors concerning such matters and 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 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 Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a the price per share (the “Purchase Price”) of $[ ]. 21.30. (b) 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, representations and 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 purchasethe Underwriters, severally and not jointly, from the Company the Option Securities to purchase up to an additional 600,000 shares of Common Stock, at the Purchase Price price per share set forth in Section 2(a), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Initial Securities but not payable on the Option Securities. If any Option Securities are to The option hereby granted may be purchased, exercised for 30 days after the number of Option Securities to date hereof and may 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 exercised 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 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 part at any time in whole, or from time to time in part, on or before upon notice by the thirtieth day following the date of the Prospectus, by written notice from the Representative[s] Representative to the Company. Such notice shall set Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option is being exercised and the time and date of payment and delivery for such Option Securities. Any such time when and date of delivery (a “Date of Delivery”) shall be determined by the Option Securities are to be delivered Representative, and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) Time, but shall not be earlier later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice Time (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such notice shall be given at least three business days prior Underwriter bears to the date and time total number of delivery specified thereinInitial Securities, subject, in each case, to such adjustments as Xxxxxx Xxxxxxx & Co. LLC in its sole discretion shall make to eliminate any sales or purchases of fractional shares. (bc) 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 Representative[s] Representative 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. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten SecuritiesRepresentative, at the offices of [ ]Ropes & Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on [ ]February 23, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing writing; or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Initial Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such 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”) DTC unless the Representative[s] Representative shall otherwise instruct. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, each of the Company and subject Selling Stockholder agrees severally and not jointly, to sell to the conditions set forth hereinUnderwriters, and each of the Underwriters 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 purchasedPrice, the that number of Option Company Firm Securities to be purchased by each Underwriter shall be and Selling Stockholder Firm Securities, as the number of Option Securities case may be, which bears the same ratio proportion to the aggregate number of Option Firm Securities being purchased to be sold by the Company and the Selling Stockholder 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 hereof) I bears to the aggregate number of Underwritten Securities being purchased from the Company by the several UnderwritersFirm Securities, subject, however, subject 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 adjustment in accordance with the provisions of Section 11 9 hereof). Any such notice shall be given at least three business days prior to the date and time of delivery specified therein. (b) The Company understands that hereby grants to the Underwriters intend an option to make a public offering purchase, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Securities as soon after the effectiveness of this Agreement as in the judgment Firm Securities, all or any portion of the Representative[s] is advisable, and initially Optional Securities for a period of thirty (30) days from the date hereof at the Purchase Price. Subject to offer the Securities on the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth in forth, Optional Securities may be purchased from the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters in the same proportion that the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto bears to the Securities total number of Firm Shares, except that the respective purchase obligations of each Underwriter shall be adjusted by you so that no Underwriter shall be obligated to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Companypurchase fractional Optional Securities. Delivery of the No Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) sold and delivered unless the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Firm Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary topreviously have been, or an agent ofsimultaneously are, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters sold and 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 Companydelivered.

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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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 applicable Delivery Date, except upon payment for all such Firm Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. applicable Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for all such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on January 17, on [ ]2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date in one global certificate representing the Securities (the “Global Certificate”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of The Global Certificate for the Securities shall will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless Xxxxx Xxxx & Xxxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the applicable Closing Date, is herein referred to as the “Additional Closing Date.” Payment except upon payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the all such Securities to be purchased on such 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[s] shall otherwise instructClosing Date as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten all such Firm Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the or Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing DateShares, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. applicable Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the conditions set forth hereinUnderwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at a price of $__________ per share, the Company the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (I hereto, subject to adjustment in accordance with Section 8 hereof. The Underwriters agree to offer the “Purchase Price”) of $[ ]. In addition, the Company agrees to issue and sell the Option Firm 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 public 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. (b) The Company understands that and each Selling Stockholder hereby grants to the Underwriters intend an option to make purchase from the Company and each Selling Stockholder, on a public offering pro rata basis, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Securities as soon after the effectiveness of this Agreement as in the judgment Firm Securities, all or any portion of the Representative[s] is advisable, and initially to offer Optional Securities for a period of forty-five (45) days from the Securities on date hereof at the terms purchase price per Share set forth in the Prospectusabove. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Optional Securities shall be made by wire transfer in immediately available funds to the account specified by purchased from the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing orSelling Stockholders, in the case of the Option Securitiesseverally and not jointly, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto, except that the Securities to respective purchase obligations of each Underwriter shall be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid adjusted by the CompanyRepresentatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. Delivery of the No Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) sold and delivered unless the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Firm Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary topreviously have been, or an agent ofsimultaneously are, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters sold and 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 Companydelivered.

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. (b) 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 Representative[s] Underwriters 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in Underwriters for the case of the Underwritten Initial Securities, at the offices of [ ]Lxxxxx & Wxxxxxx LLP, 600 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., A.M. New York City timetime on December 12, on [ ]2006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Underwriters and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Underwriters in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Initial Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Underwriters for the their respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Underwriters shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of The certificates for the Securities shall will be made through available for inspection and packaging by the facilities Underwriters at the office of The Depository Trust Company (“DTC”) unless Mxxxxxx Lxxxx set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the applicable Closing Date, is herein referred to as the “Additional Closing Date.” Payment except upon payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the all such Securities to be purchased on such 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[s] shall otherwise instructClosing Date as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 $[ ]). 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, on such Option Securities from the Closing Date to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securitiesapplicable Additional Closing Date. 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on June 25, on [ ]2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (the “DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company Credit Suisse Securities (“DTC”USA) unless LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) The Company understands and the Guarantor understand 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 Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate (as hereinafter defined) of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on [ ]February 3, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, 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[s] Representatives shall otherwise instruct. The Global Note for the Securities will be made available for inspection by the Representatives at the office of X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees the Guarantor acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company and Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with its their own respective advisors concerning such matters and 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 or the Guarantor with respect thereto. Any review by the Underwriters of the Company, Company and the Guarantor and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, the Guarantor or any other person.

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. (b) 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 Representative[s] Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representative in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., A.M. New York City timetime on May 31, on [ ]2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the any Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representative at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or any Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) The Company understands that the several Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the sole judgment of the Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the several Underwriters may offer and sell Securities to or through any of its affiliates and that any such affiliate of an Underwritermay offer and sell Securities purchased by it to or through the several Underwriters. (c) Payment for and delivery of the Firm Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ]Cleary, Gottlieb, Xxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City timetime on June 25, on [ ]2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Additional Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Additional Securities; provided such date and time is within the Exercise Period. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Additional Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.” (d) Payment for the Firm Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters, of one or more global notes representing the Firm Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Firm Securities duly paid by the Company. Payment for any Additional Securities shall be purchased made on the Closing Date or the Additional Closing Date, as applicable, by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of DTC, for the respective accounts of the several Underwriters, of one or more Global Notes representing the Additional Securities, with any transfer taxes payable in connection with the sale of the Additional Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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. (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. (ba) 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 Representative[s] Representatives is advisable, and . It is understood that the several Underwriters propose to initially to offer the Securities for sale to the public 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cb) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case and delivery of the Underwritten Securities, at the offices of [ ], Securities will be made at 10:00 A.M.a.m., New York City time, on [ ]November 17, 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case and payment for and delivery of the Option SecuritiesSecurities will be made at 10:00 a.m., New York City time, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities, or at such other time 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. The time and date of such payment and delivery for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such each payment for the Option Securities, if other than the Closing Date, is herein referred to as the an “Additional Closing Date.” Payment for The Initial Closing Date and any Additional Closing Date are herein referred to collectively as the “Closing Dates” and individually as a “Closing Date.” (c) Delivery of the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the Securities purchase price thereof to be purchased on such date with any or upon the order of the Company by wire transfer taxes payable in connection with the sale of such Securities duly paid same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that each of the Underwriters are is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. 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. (c) Payment for the Firm Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Representatives at 10:00 A.M., A.M. New York City timetime on December 20, on [ ]2013, or at such other time or place on the same or such other date, not later than the fifth business day Business Day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”.” As used herein, and the time and date for such payment for the Option Securities, if term “Business Day” means any day other than the Closing Date, is herein referred a day on which banks are permitted or required to as the “Additional Closing Date.” be closed in New York City. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes (collectively, the “Global Notes”) representing the Securities, with any transfer taxes payable in connection with the sale to the Underwriters of such the Securities duly paid by the Company. Delivery of the Securities shall The Global Notes will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC at the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that address set forth above not later than 1:00 P.M., New York City time, on the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty Business Day immediately prior to the Company with respect to Closing Date or the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not Additional Closing Date, as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Companyapplicable.

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 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 equal to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis 100% of the representationsprincipal amount thereof plus accrued interest, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointlyif any, from the Company the Option Securities at the Purchase Price less an amount per share equal June 16, 2016 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 defined below). The Company will not be earlier than obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (ii) As compensation to the Underwriters for their respective commitments hereunder, at the Closing Date or later than the tenth full business day Company will pay to the Representative for the accounts of the several Underwriters, an underwriting commission equal to 1.25% of the principal amount of the Securities (as hereinafter defined) after the date “Underwriters’ Commission”). The parties agree that the Underwriters shall set off the Underwriters’ Commission against a portion of such notice (unless such time the purchase price payable to the Company in an amount equal to the Underwriters’ Commission and date are postponed payments by the Underwriters to the Company in accordance with the provisions above paragraph of Section 11 hereof). Any such notice the purchase price net of the Underwriters’ Commission shall be given at least three business days prior full satisfaction of the Underwriters’ obligation to pay the date purchase price for the Securities and time of delivery specified thereinthe Company’s obligation to pay the Underwriters’ Commission. (b) 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 Representative[s] Representative is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. 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. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ]Osler, Xxxxxx & Harcourt LLP at 10:00 A.M., New York City time, on [ ]June 16, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities of The Depository Trust Company (“DTC”) unless Representative not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date. (de) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

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 any time other than 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. (b) 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 Representative[s] is advisable, and initially to offer the Securities on the terms set forth in the Prospectus100 share amounts. The Company acknowledges price of both the Firm Securities and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Option Securities shall be made by wire transfer in immediately available funds to the account specified by $____ per share. Neither the Company nor any Selling Stockholder shall be obligated to the Representative[s] in the case deliver any of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased delivered on the Closing any Delivery Date or the Additional Closing Date(as defined in Section 5 below), as the case may be, shall be made against delivery to the Representative[s] except upon payment for the respective accounts of the several Underwriters of all the Securities to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Representatives at 10:00 A.M., A.M. New York City timetime on May [•], on [ ]2008, or at such other time or place on the same or such other date, not later than the fifth business day Business Day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date.”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) The Company understands that the Underwriters intend to make a public offering of the Securities Offered ADSs as soon after the effectiveness of this Agreement as in the judgment of the Representative[s] Representatives is advisable, and initially to offer the Securities Offered ADSs on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities Offered ADSs to or through any affiliate of an Underwriter. (c) Payment for the Securities Offered ADSs shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten SecuritiesADSs, at the offices of [ ]Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on [ ]August 16, 2016 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option SecuritiesADSs, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the UnderwritersRepresentatives’ election to purchase such Option SecuritiesADSs. The time and date of such payment for the Underwritten Securities ADSs is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option SecuritiesADSs, if other than the Closing Date, is herein referred to as the “Additional Option Closing Date.” Payment for the Securities Offered ADSs to be purchased on the Closing Date or the Additional Option Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities Offered ADSs to be purchased on such date date, with any transfer taxes payable in connection with the sale of such Securities ADSs duly paid by the Company. Delivery of the Securities Offered ADSs shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instruct). (d) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities Offered ADSs contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on March 20, on [ ]2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless Xxxxx Xxxx & Xxxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securitiesapplicable Delivery Date, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree except upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for all such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] shall otherwise instructDate as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the conditions set forth hereineach Underwriter, severally and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price of $24.16 per share (giving effect to a discount of $0.64 per share), the respective number of Underwritten Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $[ ]. In additionI attached hereto, 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 adjustments among the conditions set forth herein, shall have the option to purchaseUnderwriters in accordance with Section 8 hereof. Each Underwriter agrees, severally and not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representative and its designees an option to purchase from the Company Company, solely for the Option purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof at the Purchase Price purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Underwritten Firm Securities but not payable on any of the Option Optional Securities. If any Option Optional 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto, except that the Securities to respective purchase obligations of each Underwriter shall be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid adjusted by the CompanyRepresentative so that no Underwriter shall be obligated to purchase fractional Optional Securities. Delivery of the No Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) sold and delivered unless the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Firm Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary topreviously have been, or an agent ofsimultaneously are, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters sold and 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 Companydelivered.

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. (b) 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 Representative[s] Underwriters is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Underwriters in the case of the Underwritten Securities, at the offices of [ ]Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, at 00000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, XX 00000 at 10:00 A.M., New York City time, on [ ]April 19, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Underwriters and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Underwriters in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of the Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Underwriters at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 's name in Schedule 1 hereto at a price per share equal to 96.85% of the principal amount. The Company will not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased as provided herein. (b) 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 the Company the up to $6,000,000 aggregate principal amount of Option Securities at the Purchase Price less an amount per share equal same purchase price as the Underwriters shall pay for the Firm Securities. Said option may be exercised in whole or from time to any dividends time in part on or distributions declared before the 30th day after the date of the Prospectus upon oral or written notice by the Representative to the Company and payable on setting forth the Underwritten Securities but not payable on the Option Securities. If any aggregate principal amount of Option Securities as to which the several Underwriters are to be purchased, exercising the number option and the settlement date. The aggregate 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 Firm Securities, subject, however, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional Optional Securities as the Representative[s] being 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 denominations 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 less 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$1,000. (bc) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cd) Payment for and delivery of the Firm Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Xxxxx Xxxxx LLP at 10:00 A.M., New York City time, on [ ]July 22, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securitieswriting. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Firm Closing Date”. If the option provided for in Section 2(b) hereof is exercised, payment for and delivery of the Option Securities will be made at the offices of Xxxxx Xxxxx LLP on such date and time, not later than the fifth business day after the exercise of such option, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Option Closing Date” and each of the Firm Closing Date and the Option Closing Date, a “Closing Date”). If settlement for the Option Securities occurs after the Firm Closing Date, the Company will deliver to the Representative on the Option Closing Date, and the time and date for such payment for obligation of the Underwriters to purchase the Option SecuritiesSecurities shall be conditioned upon receipt of, if other than supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Firm Closing Date, is herein referred Date pursuant to as the “Additional Closing DateSection 6 hereof.” (e) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the Representative[s] nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities of The Depository Trust Company (“DTC”) unless Representative not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date. (df) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm's length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 Firm Shares to the several Underwriters as provided named in this the Underwriting 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 to the Underwriting Agreement at a the purchase price per share set forth in the Underwriting Agreement (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. (b) The Company understands that the Underwriters intend to make a public offering Payment for and delivery of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative[s] 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. (c) Payment for the Securities shall Firm Shares will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] set forth in the written notice of the Underwriters’ election to purchase such Option SecuritiesUnderwriting Agreement. The time and date of such payment for the Underwritten Securities and delivery is referred to herein as the “Closing Date”. (c) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, if any, and the time Underwriters shall have the right to purchase, severally and date for such payment for not jointly, the Option SecuritiesAdditional Shares, if other any, at a purchase price per share equal to the Purchase Price. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Underwriting Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date, is herein referred to as the “. Additional Closing Date.” Payment Shares may be purchased solely for the Securities purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, on which Additional Shares are to be purchased on the Closing Date or the Additional (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the case may be, shall be made against delivery same proportion to the Representative[s] for the respective accounts total number of the several Underwriters of the Securities Additional Shares to be purchased on such date with any transfer taxes payable Option Closing Date as the number of Firm Shares set forth in connection with Schedule I to the sale Underwriting Agreement opposite the name of such Securities duly paid by Underwriter bears to the Company. Delivery total number of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instructFirm Shares. (d) The Company acknowledges and agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the any offering of Securities contemplated hereby and thereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby. Neither the Representative nor any other Underwriter owes the Company any other duty or obligation, and the Underwriters shall have no or has any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or thereto other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Companythan those set forth in this Agreement.

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”) plus accrued interest, if any, from May 28, 2009 to the Closing Date (as defined below). The Company will not be obligated to deliver any of $[ ]the Underwritten Securities except upon payment for all the Underwritten Securities to be purchased as provided herein. The yield at which the Securities are to issue is not lower than the yield recommended by Lazard Capital Markets LLC (“LCM”), 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 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] X.X. Xxxxxx Securities Inc. 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] X.X. Xxxxxx Securities Inc. 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 two business days prior to the date and time of delivery specified therein. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) . Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on May 28, on [ ]2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] X.X. Xxxxxx Securities Inc. in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Underwriters 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives (i) in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on June 3, on [ ]2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing orwriting, or (ii) in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depositary Trust Company, for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery The form of the Securities shall Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities Inc. set forth above not later than 5:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult has consulted with its own advisors concerning such matters to the extent it deemed appropriate and shall be is 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 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. (b) 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 Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Initial Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ]December 19, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Initial Securities is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such 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[s] Representatives shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on November 15, on [ ]2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless Xxxxx Xxxx & Xxxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 May10, 2017 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 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 (30th) 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, 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ], Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., A.M. New York City timetime on May 10, on [ ]2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]J.X. Xxxxxx Securities LLC, 300 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on July 29, on [ ]2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless J.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm's length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionjurisdiction in connection with the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], at 10:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Securities, if other than the applicable Closing Date, is herein referred to as the “Additional Closing Date.” Payment except upon payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the all such Securities to be purchased on such 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[s] shall otherwise instructClosing Date as provided herein. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 the basis of the representations, warranties and agreements set forth herein and subject to the terms and 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 the price per share (the “Purchase Price”) of $[ ]set forth in Schedule 1 hereto. Option Securities. 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 terms and conditions set forth herein, shall have the Company hereby grants an option to purchasethe Underwriters, severally and not jointly, from the Company to purchase the Option Securities at the Purchase Price less an amount per share equal to any dividends Price. (b) The option hereby granted may be exercised for [·] days after the date hereof and may be exercised in whole 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 part at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, upon notice by written notice from the Representative[s] to the Company. Such notice shall set Company setting forth the [aggregate number principal amount] [aggregate number] of Option Securities as to which the several Underwriters are then exercising the option is being exercised and the time and date of payment and delivery for such Option Securities. Any such time when and date of delivery (a “Date of Delivery”) shall be determined by the Option Securities are to be delivered Representative[s], and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) defined below), but shall not be earlier later than [·] full business days after the exercise of said option, nor in any event prior to 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 If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total [aggregate principal amount] [aggregate number] of Option Securities then being purchased which the number of Underwritten Securities set forth in Schedule 1 opposite the name of such notice shall be given at least three business days prior Underwriter bears to the date and time total number of delivery specified thereinUnderwritten Securities. (bc) The Company understands that the Underwriters intend to make a public offering of offer the Underwritten Securities as soon after for resale on the effectiveness of this Agreement terms set forth in the General disclosure package and the Prospectus, as in the judgment of the Representative[s] 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 the Underwritten Securities to or through any affiliate of an Underwriter. (cd) Payment for the Initial Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities], at the offices of [ [·], at 10:00 A.M., New York City time[·], on [ [·], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Initial Securities is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” In addition, in the event that any of the Option Securities are purchased by the Underwriters, payment for such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative[s] and the Company, on each Date of Delivery as specified in the notice from the Representative[s] to the Company. Payment for the Underwritten Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] for the respective accounts of the several Underwriters of the principal amount of Underwritten Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Underwritten Securities duly paid by the Company. Delivery of the Underwritten Securities shall be made through the facilities of The the Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instruct. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Underwritten Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representative in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, New York, NY at 10:00 A.M., New York City time, on [ ]February 4, 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representative at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Firm Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on June 18, on [ ]2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery The form of the Securities shall Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 5:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult has consulted with its own advisors concerning such matters to the extent it deemed appropriate and shall be is 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 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 Security equal to 97.5% of the principal amount thereof, plus accrued interest, if any from August 14, 2013 to the Closing Date, (the “Purchase Price”) ), on the Closing Date (as such term is hereinafter defined). 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 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 a price per Security equal to the Purchase Price less an for the sole purpose of covering over-allotted sales of convertible senior notes in excess of the principal amount per share equal to any dividends or distributions declared by the Company and payable on of the Underwritten Securities. 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 Underwriters setting forth the number of Option Securities but not payable on as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. If any Option Securities are to be purchased, The principal amount of the number of Option Securities to be purchased by each Underwriter shall be the number same percentage of the total 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 Underwriters as such Underwriter is purchasing of the Underwritten Securities (as adjusted by the Underwriters to eliminate fractions of $1,000). Any Additional Closing Date (as defined below) shall be determined by the Underwriters, 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 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 Exercise Notice nor earlier than the Closing Date or later or, if after the Closing Date, earlier than the tenth full three business day (as hereinafter defined) days after the date of such notice (the Option Exercise Notice unless such time and date are postponed otherwise agreed in accordance with writing by the provisions of Section 11 hereof)parties hereto, nor in any event prior to the Closing 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. (b) 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 Representative[s] Underwriters is advisable, and initially to offer the Securities on the terms set forth in Pricing Disclosure Package 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. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case of the Underwritten Securities, at the offices of [ ], Sxxxxxx Xxxxxxx & Bxxxxxxx LLP at 10:00 A.M.a.m., New York City time, on [ ]August 14, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Underwriters and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] in the written notice of the Underwriters’ election to purchase such Option SecuritiesExercise Notice. The time and date of such payment for and delivery of the Underwritten Securities is referred to herein as the “Closing Date”, and the time and date for of such payment and delivery for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.” (d) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters against delivery to the Representative[s] nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date (the “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of The Global Notes will be in form and substance reasonably satisfactory to the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] shall otherwise instructUnderwriters. (de) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, or any other person. Additionally, neither none of the Representative[s] Underwriters nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its their own advisors concerning such matters and shall be responsible for making its their 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 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. (b) 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 Representative[s] 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 each Underwriter may offer and sell Securities to or through any affiliate of an such Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account accounts specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, Firm Securities at the offices of [ ]Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 425 Lexington Avenue, New York, New York, at 10:00 A.M., 9:30 A.M. (New York City time), on [ [·], 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date”, ; and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, 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[s] Representatives shall otherwise instruct. The certificates for the Securities shall be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M. (New York City time), on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, of the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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). (b) 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 Representative[s] 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, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriters; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on December 10, on [ ]2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depositary Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Firm Securities, at the offices of [ ], Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on [ ], 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Additional Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Additional Securities. The time and date of such payment for the Underwritten Firm Securities is referred to herein as the “Closing Date”, ,” and the time and date for such payment for the Option Additional Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date date. Upon delivery, the Securities shall be in global form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date, or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of The global certificates for the Securities shall will be made through available for inspection and packaging by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless DTC or its designated custodian not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Barclays Capital Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on December 10, on [ ]2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless Barclays Capital Inc. set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionjurisdiction in connection with the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Cxxxxxxx Chance US LLP, 30 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City timetime on September 6, on [ ]2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company, as applicable. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] Representatives shall otherwise instruct. (de) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, Securities at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., A.M. New York City timetime on June 13, on [ ], 2016 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 $[ ]). 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. (b) 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 Representative[s] 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the offices of [ ]Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on August 18, on [ ]2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (the “DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representatives at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representative in the case of the Underwritten Securities, at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on September 28, on [ ]2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representative at the office of The Depository Trust Company (“DTC”) unless X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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. (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. (ba) 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 Representative[s] Representatives is advisable, and . It is understood that the several Underwriters propose to initially to offer the Securities for sale to the public 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (cb) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] in the case and delivery of the Underwritten Securities, at the offices of [ ], Securities will be made at 10:00 A.M.a.m., New York City time, on [ ]June 8, 2009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case and payment for and delivery of the Option SecuritiesSecurities will be made at 10:00 a.m., New York City time, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Securities, or at such other time 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. The time and date of such payment and delivery for the Underwritten Securities is referred to herein as the “Initial Closing Date”, ,” and the time and date for such each payment for the Option Securities, if other than the Closing Date, is herein referred to as the an “Additional Closing Date.” Payment for The Initial Closing Date and any Additional Closing Date are herein referred to collectively as the “Closing Dates” and individually as a “Closing Date.” (c) Delivery of the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the Securities purchase price thereof to be purchased on such date with any or upon the order of the Company by wire transfer taxes payable in connection with the sale of such Securities duly paid same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative[s] Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that each of the Underwriters are is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) 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 Representative[s] Representative 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 and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representative in the case of the Underwritten Securities, Securities at the offices of [ ]Xxxxx Xxxx & Xxxxxxxx LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., A.M. New York City timetime on April 6, on [ ], 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 Representative[s] Representative and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall The Global Note will be made through available for inspection by the facilities Representative at the office of The Depository Trust Company (“DTC”) unless Xxxxxx Xxxxxxx & Co. LLC set forth above not later than 1:00 P.M., New York City time, on the Representative[s] shall otherwise instructbusiness day prior to the Closing Date or the Additional Closing Date, as the case may be. (d) The Company acknowledges and agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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 A hereto at a price per share Unit of $___ (the “Purchase Price”). (b) of $[ ]. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters to cover over-allotments 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. Price. (c) 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 that 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 on Schedule 1 A 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] Representative in their its sole discretion shall make. . (d) 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 forty-fifth 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, 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) Business Day after the date of such notice (unless such time the Company and date are postponed in accordance with the provisions of Section 11 hereofUnderwriters otherwise agree). Any such notice shall be given at least three business days two Business Days prior to the date and time of delivery specified therein. (be) The As additional consideration, the Company understands that agrees to issue and sell the Underwriters intend Purchase Option to make a public offering the Representative, and the Representative, on the basis of the Securities as soon after representations, warranties and agreements set forth herein and subject to the effectiveness conditions set forth herein, shall have the option to purchase from the Company the Purchase Option at an aggregate purchase price of this Agreement as $100. The Purchase Option shall be exercisable, in whole or in part, commencing on the judgment first anniversary of the Representative[s] is advisable, Effective Date (as defined below) of the Registration Statement and initially to offer the Securities expiring on the terms set forth in fifth anniversary of the Prospectus. The Company acknowledges and agrees that Effective Date of the Underwriters may offer and sell Securities Registration Statement at an exercise price per Unit equal to or through any affiliate of an Underwriterthe Purchase Price. (cf) Payment for the Securities shall be made by wire transfer in immediately available funds as follows: In the case of the Underwritten Securities and the Purchase Option, payment shall be paid to the order of the Company to the account specified by the Company to the Representative[s] in the case of the Underwritten SecuritiesRepresentative, at the offices of [ ], the Representative at 10:00 A.M., A.M. New York City time, time on [ ], the third Business Day following the date of this Agreement or at such other time or place on the same or such other date, not later than ten (10) Business Days after the fifth business day thereafterdate of this Agreement, as the Representative[s] Representative and the Company may agree upon in writing orwriting, and, in the case of the Option Securities, $ per Option Security shall be deposited to the account specified by the Company to the Underwriters on the date and at the time and place specified by the Representative[s] Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities and the Purchase Option is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Securities, if other than the Closing Date, is are herein referred to as the “"Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representative shall request in writing not later than two full Business Days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of the Securities Representative not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date or the Additional Closing Date, as the case may be, and shall be made delivered against payment therefor through the facilities of The the Depository Trust Company (“DTC”) unless for the Representative[s] shall otherwise instructaccounts of the several Underwriters. (dg) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representative, nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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 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. (b) The Company understands that the Underwriters intend to make a public offering of the Securities in the United States and in the Canadian Jurisdictions, either directly or through their respective U.S. or Canadian broker-dealer affiliates upon the terms set forth in the Prospectuses, as soon after the effectiveness of this Agreement as in the judgment of the Representative[s] Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusProspectuses. 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. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative[s] Representatives in the case of the Underwritten Securities, at the Toronto offices of [ ], Fasken Mxxxxxxxx DxXxxxxx LLP at 10:00 A.M., 8:00 A.M. New York City timetime on May •, on [ ]2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative[s] Representatives and the Company may agree upon in writing or, in the case of the Option Additional Securities, on the date and at the time and place specified by the Representative[s] Representatives in the written notice of the Underwriters’ election to purchase such Option Additional Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date”, ” and the time and date for such payment for the Option Additional Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative[s] Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such the 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[s] shall otherwise instruct. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative[s] Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the 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.