Common use of Purchase, Sale and Delivery of Offered ADSs Clause in Contracts

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of US$ per ADS, the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLP, at 10:00 A.M., New York time, on , 2008, or at such other time not later than five full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions). Such Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Shareholders. Each time for the delivery of and payment for the Option ADSs, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option ADSs is given. The Company and the Custodian will deliver the Option Securities being purchased on each Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefore in U.S. dollars in same day funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company on behalf of the Selling Shareholders, at the office of Shearman & Sterling LLP. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option Closing Date. The ADRs will be made available for checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of US$ $[·] per ADS, the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or terminationhereto. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives Representative through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLP, Representative at 10:00 A.M., New York time, on May [●], 20082014, or at such other time not later than five seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs or evidence of their issuance will be made available for checking at Shearman the Hong Kong office of Dxxxx Xxxx & Sterling LLP Wxxxxxxx or such other place designated by the Representatives Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, agrees to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions)notice. Such Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option ADSs or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling ShareholdersCompany. Each time for the delivery of and payment for the Option ADSs, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five seven full business days after written notice of election to purchase Option ADSs is given. The Company and the Custodian will deliver the Option Securities ADSs being purchased on each Option Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesRepresentative, against payment of the purchase price therefore therefor in U.S. dollars in federal (same day day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company on behalf of the Selling Shareholders, at the office of Shearman & Sterling LLPRepresentative. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option ADSs being purchased on each Optional Closing Date. The ADRs Date or evidence of their issuance will be made available for checking and packaging at Shearman the Hong Kong office Dxxxx Xxxx & Sterling LLP Wxxxxxxx or such other place designated by the Representatives Representative at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of US$ $[ ] per ADS, the respective that number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 20,000,000 Firm ADS ADSs in the case of the Company and the number of Firm ADSs set forth opposite the name of such Selling Shareholder in Schedule B A attached hereto, in the case of a Selling StockholderShareholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A B attached hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for The Firm ADSs will be delivered by or on behalf of the Offered ADSs to be sold by Company and the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with to the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody Representatives for the Selling Shareholders under such Custody Agreements are subject to the interests accounts of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives through the facilities of The Depositary Trust Company (“the "DTC”") for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or Federal Funds wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLPtransfer, at 10:00 A.M., New York time, on December [ ], 20082005, or at such other time not later than five seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and one of the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and one of the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of Optional ADSs, which is 712,500 2,820,655 in the case of the Company and the number of ADSs shares set forth opposite the names name of such Selling Shareholders in Schedule B A Suntech Power Holdings Co., Ltd. Underwriting Agreement attached hereto under the caption “"Number of Option Optional ADSs to be Sold” " in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions)Shareholder. Such Option Optional ADSs shall be purchased from the Company and each such Selling Shareholders Shareholder for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s 's name bears to the total number of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives to the Company and the such Selling ShareholdersShareholder. Each time for the delivery of and payment for the Option Optional ADSs, being herein referred to as an “Option Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Option Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option Optional ADSs is given. The Company and the Custodian will deliver the Option Securities Optional ADSs being purchased on each Option Optional Closing Date will be delivered by or on behalf of the Company and one of the Selling Shareholders to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to through the Representatives, facilities of DTC against payment of the purchase price therefore therefor in U.S. dollars in same day funds by official bank check or checks or Federal Funds wire transfer to an account at a bank acceptable transfer. As compensation for the Underwriters' commitments, the Company and each Selling Shareholder, severally and not jointly, will pay to the Representatives drawn for the Underwriters' proportionate accounts the sum of $[ o ] per ADS times the total number of Offered ADSs purchased by the Underwriters from the Company and such Selling Shareholder on each Closing Date. The Company may, at its sole discretion, pay an additional incentive fee of up to 0.5% of the aggregate proceeds of the Offered ADSs (including the Optional ADSs) to the order Representatives. The Underwriters shall deduct, net of the Company or amount payable to the Company on behalf pursuant to Section 8 hereof, any fees, commission and incentive fee (if any) as described in this Section 3 from the aggregate proceeds of the Selling Shareholders, Offered ADSs. Deliveries of the documents described in Section 9 hereof with respect to the purchase of Offered ADSs shall be made at the office offices of Shearman & Sterling LLP. , 12/F, Gloucester Tower, The ADRs evidencing Landmark, 11 Pedder Street, Central, Hong Kong, at 9:00 A.M., New York time, on xxx Xxxxxxx Xxxx xx xxx xxxxxxxx xx the Option Securities in ADS form will be in definitive formFirm ADSs or the Optional ADSs, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option Closing Date. The ADRs will be made available for checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representativescase may be.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of US$ $ per ADS, the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or terminationhereto. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives Representative through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLP, Representative at 10:00 A.M., New York time, on , 20082010, or at such other time not later than five full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs or evidence of their issuance will be made available for checking at Shearman the Hong Kong office of Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP or such other place designated by the Representatives Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, agrees to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions)notice. Such Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option ADSs or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling ShareholdersCompany. Each time for the delivery of and payment for the Option ADSs, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Option ADSs is given. The Company and the Custodian will deliver the Option Securities ADSs being purchased on each Option Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesRepresentative, against payment of the purchase price therefore therefor in U.S. dollars in federal (same day day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company on behalf of the Selling Shareholders, at the office of Shearman & Sterling LLPRepresentative. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option ADSs being purchased on each Optional Closing Date. The ADRs Date or evidence of their issuance will be made available for checking and packaging at Shearman the Hong Kong office Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP or such other place designated by the Representatives Representative at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each the Selling Shareholder agree, severally and not jointly, Shareholders agree to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each the Selling ShareholderShareholders, at a purchase price of US$ $[•] per ADS, the respective that number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 6,700,000 Firm ADS ADSs in the case of the Company and the number of Firm ADSs set forth opposite the name of such the Selling Shareholder Shareholders in Schedule B A attached hereto, in the case of a Selling StockholderShareholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A B attached hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for The Firm ADSs will be delivered by or on behalf of the Offered ADSs to be sold by Company and the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to through the Representatives facilities of the DTC against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or Federal Funds wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLPtransfer, at 10:00 A.M., New York time, on [•], 20082007, or at such other time not later than five full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, agrees to sell to the several Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions)Optional ADSs. Such Option Optional ADSs shall be purchased from the Company and each Selling Shareholders for the account of each of the several Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the several Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling ShareholdersCompany. Each time for the delivery of and payment for the Option Optional ADSs, being herein referred to as an “Option Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option Optional ADSs is given. The Company and the Custodian will deliver the Option Securities Optional ADSs being purchased on each Option Optional Closing Date will be delivered by or on behalf of the Company to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to through the Representatives, facilities of DTC against payment of the purchase price therefore therefor in U.S. dollars in same day funds by official bank check or checks or Federal Funds wire transfer to an account at a bank acceptable transfer. As compensation for the Underwriters’ commitments, the Company and the Selling Shareholders will pay to the Representatives drawn to for the order Underwriters’ proportionate accounts the sum of $[•] per ADS times the total number of Offered ADSs purchased by the Underwriters from the Company or the Company on behalf of and the Selling Shareholders, at the office of Shearman & Sterling LLP. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option Shareholders on each Closing Date. The ADRs will Underwriters shall deduct any fees and commission as described in this Section 3 from the aggregate proceeds of the Offered ADSs. Deliveries of the documents described in Section 8 hereof with respect to the purchase of Offered ADSs shall be made available for checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives offices of OMM Shanghai office, at a reasonable time in advance of such Option Closing Date. The documents to be delivered 9:00 A.M., New York time, on a the Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at purchase of the office of Shearman & Sterling LLP Firm ADSs or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by Optional ADSs, as the Representativescase may be.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of US$ per ADS, the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 8,149,437 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLP, at 10:00 9:30 A.M., New York time, on , 2008, or at such other time not later than five full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 595,437 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions). Such Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Shareholders. Each time for the delivery of and payment for the Option ADSs, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option ADSs is given. The Company and the Custodian will deliver the Option Securities being purchased on each Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefore in U.S. dollars in same day funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company on behalf of the Selling Shareholders, at the office of Shearman & Sterling LLP. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option Closing Date. The ADRs will be made available for checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of US$ $[—] per ADS, the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm ADS in the case of the Company and the number of Firm ADSs set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or terminationhereto. The Company and the Custodian will deliver the Firm ADSs to, or as instructed by, the Representatives Representative through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman & Sterling LLP, Representative at 10:00 A.M., New York time, on [ ], 20082010, or at such other time not later than five seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs or evidence of their issuance will be made available for checking at Shearman the Hong Kong office of Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP or such other place designated by the Representatives Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, agrees to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions)notice. Such Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option ADSs or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling ShareholdersCompany. Each time for the delivery of and payment for the Option ADSs, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five seven full business days after written notice of election to purchase Option ADSs is given. The Company and the Custodian will deliver the Option Securities ADSs being purchased on each Option Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesRepresentative, against payment of the purchase price therefore therefor in U.S. dollars in federal (same day day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company on behalf of the Selling Shareholders, at the office of Shearman & Sterling LLPRepresentative. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option ADSs being purchased on each Optional Closing Date. The ADRs Date or evidence of their issuance will be made available for checking and packaging at Shearman the Hong Kong office Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP or such other place designated by the Representatives Representative at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to the Underwriters, and each Selling Shareholder agreethe Underwriters agree to, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of US$ $52.525 per ADS, ADS (being the respective number issue price of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm $55.0 per ADS in the case net of a commission that is 4.5% of the Company and issue price), the number of Firm ADSs set forth opposite the name of such Selling Shareholder the Underwriters in Schedule B A hereto. In addition, upon written notice from the Lead Manager (on behalf of the Underwriters) given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional ADSs. The Company agrees to sell to the Underwriters, and the Underwriters agree to, severally and not jointly, purchase, at a purchase price of $52.525 per ADS (same as that for the Firm ADSs), the number of Optional ADSs specified by the Underwriters in such notice. The number of Optional ADSs to be purchased by each Underwriter shall be the case number (subject to such adjustment as the Lead Manager may determine to avoid fractional shares) that bears the same proportion to the total number of a Selling Stockholder, in each case Optional ADSs being purchased by a fraction the numerator of which is several Underwriters pursuant to such exercise as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is bears to the total number of Firm ADSs. Certificates in negotiable form Such Optional ADSs shall be purchased for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests account of the Underwriters hereunder, that the arrangements made and may be purchased by the Selling Shareholders Underwriters only for such custody are to that extent irrevocable, and that the obligations purpose of covering over-allotments made in connection with the sale of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trustFirm ADSs. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered No Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional ADSs or any portion thereof may be exercised by the Custodian in accordance with Lead Manager (on behalf of the terms Underwriters) from time to time not more than 30 days subsequent to the date of the Final Prospectus, and conditions of this Agreement as if such death or other event or termination had to the extent not occurred, regardless of whether or not previously exercised may be surrendered and terminated at any time upon notice by the Custodian shall have received notice of such death or other event or terminationLead Manager to the Company. The Company and the Custodian will deliver the Firm Offered ADSs to, or as instructed by, the Representatives Lead Manager (as representative of the Underwriters) through the facilities of The Depositary Trust Company (“DTC”) for the accounts account of the several Underwriters Lead Manager in a form reasonably acceptable to the Representatives Lead Manager against payment of the purchase price in U.S. dollars (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn Lead Manager (i) with respect to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may beFirm ADSs, at the office of Shearman & Sterling LLP, at 10:00 9:00 A.M., New York time, on April 16, 20082018, or at such other time not later than five seven full business days thereafter as the Representatives Lead Manager and the Company determine, such time being herein referred to as the “First Closing Date”,” and (ii) with respect to the Optional ADSs, at 9:00 A.M. on the date specified by the Lead Manager in the written notice for the delivery of and payment for the Optional ADSs, such time being herein referred to as an “Optional Closing Date” (together with the First Closign Date, being sometimes referred to as a “Closing Date), which may be the First Closing Date and shall be not later than five business days after written notice of election to purchase Optional ADSs is given by the Lead Manager. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm Offered ADSs so to be delivered will be in definitive form, in such denominations and registered in such names the Representatives request. The ADRs or evidence of their issuance will be made available for checking at Shearman the Hong Kong office of Cxxxxx Xxxxxxxx Xxxxx & Sterling Hxxxxxxx LLP or such other place designated by the Representatives Lead Manager at least 24 hours prior to the First each Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company and the Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions). Such Option ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSs. No Option ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Shareholders. Each time for the delivery of and payment for the Option ADSs, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option ADSs is given. The Company and the Custodian will deliver the Option Securities being purchased on each Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefore in U.S. dollars in same day funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company or the Company on behalf of the Selling Shareholders, at the office of Shearman & Sterling LLP. The ADRs evidencing the Option Securities in ADS form will be in definitive form, in such denominations and registration in such names as the Representatives request upon reasonable notice prior to such Option Closing Date. The ADRs will be made available for checking and packaging at Shearman & Sterling LLP or such other place designated by the Representatives at a reasonable time in advance of such Option Closing Date. The documents to be delivered on a Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated by the Representatives.

Purchase, Sale and Delivery of Offered ADSs. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder agree, severally and not jointly, agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling ShareholderCompany, at a purchase price of US$ $[___] per ADS, the respective number of Firm ADSs (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 9,212,500 Firm ADS in the case of the Company and the that number of Firm ADSs set forth opposite the name names of such Selling Shareholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter Underwriters in Schedule A hereto and the denominator of which is the total number of Firm ADSs. Certificates in negotiable form for the Offered ADSs to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Company, as custodian (“Custodian”). Each Selling Shareholder agrees that the shares represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholders or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered ADSs hereunder, certificates for such Offered ADSs shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or terminationhereto. The Company and the Custodian will deliver the Firm ADSs to, to or as instructed by, by the Representatives through the facilities of The Depositary Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price by the Underwriters in U.S. dollars federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company or the Company, on behalf of the Selling Shareholders, as the case may be, at the office of Shearman Dxxxx Xxxx & Sterling LLPWxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on October 23, 20082006, or at such other time not later than five seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered ADSs sold pursuant to the offering. The ADRs evidencing the Firm ADSs so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request. The ADRs will be made available for checking at Shearman & Sterling LLP or such other place designated by the Representatives at least 24 hours request upon reasonable notice prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option Optional ADSs at the purchase price per ADS to be paid for the Firm ADSs. The Company agrees to sell to the Underwriters the number of shares of Optional ADSs specified in such notice and the Selling Shareholders Underwriters agree, severally and not jointly, to sell to the Underwriters the respective numbers of Option ADSs obtained by multiplying the number of Option ADSs specified in purchase such notice by a fraction the numerator of which is 712,500 in the case of the Company and the number of ADSs set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Option ADSs to be Sold” in the case of the Selling Shareholders and the denominator of which is the total number of Option ADSs (subject to adjustment by the Representatives to eliminate fractions)Optional ADSs. Such Option Optional ADSs shall be purchased from the Company and each Selling Shareholders for the account of each Underwriter in the same proportion as the number of shares of Firm ADSs set forth opposite such Underwriter’s name bears to the total number of shares of Firm ADSs (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm ADSsInternational Offering. No Option Optional ADSs shall be sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Optional ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling ShareholdersRepresentatives. Each time for the delivery of and payment for the Option Optional ADSs, being herein referred to as an “Option Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Option Optional ADSs is given. The Company and the Custodian will deliver the Option Securities Optional ADSs being purchased on each Option Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefore therefor in U.S. dollars in federal (same day day) funds by official bank check or checks or wire transfer to an account at a bank acceptable in immediately available funds to the Representatives drawn account specified (as aforesaid) by the Company to the order of the Company or the Company on behalf of the Selling ShareholdersRepresentatives, at the above office of Shearman Dxxxx Xxxx & Sterling LLPWxxxxxxx. The ADRs evidencing the Option Securities in ADS form Optional ADSs being purchased on each Optional Closing Date will be in definitive form, in such denominations and registration registered in such names as the Representatives request upon reasonable notice prior to such Option Optional Closing Date. The ADRs As compensation for the Underwriters’ commitment with respect to the Firm ADSs, the Company will pay to the Representatives on the First Closing Date for the Underwriters’ accounts the total sum of US$[___], to be made available allocated among the Underwriters as the Representatives shall agree with the other Underwriters. In addition, as compensation for checking and packaging at Shearman & Sterling LLP or such other place designated any commitment by the Underwriters to purchase any Optional ADSs, the Company will pay to the Representatives at a reasonable time in advance on the applicable Optional Closing Date for the Underwriters’ accounts the total sum of such Option Closing Date. The documents US$[___], to be delivered on a Closing Date allocated among the Underwriters as the Representatives shall agree with the other Underwriters. These amounts may be payable by or on behalf the Company to the Brazilian affiliates of the parties hereto pursuant Underwriters to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representatives 24 hours prior to such Closing Date or such other time designated extent directed by the Representatives.