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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters, on July 31, 2015, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis The obligation of the representationsUnderwriters to purchase the Offered Securities will be evidenced by an agreement or exchange of other written communications ("TERMS AGREEMENT") at the time the Company determines to sell the Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, warranties except as otherwise provided therein, and agreements and subject to will specify the terms and conditions set forth hereinfirm or firms which will be Underwriters, the Company and name of any Representative, the Selling Stockholder agree, severally and not jointly, principal amount or number of shares to sell to be purchased by each Underwriter, and each Underwriter agreesincluding, severally and but not jointlylimited to, to purchase from the Company and the Selling Stockholder, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price to be paid by the Underwriters in Federal and (same dayif the Offered Securities are Debt Securities or Preferred Stock) funds the terms of the Offered Securities not already specified, including, but not limited to, interest rate (if Debt Securities), dividend rate (if Preferred Stock), maturity (if Debt Securities), any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as instructed in writing by defined below). The Terms Agreement will also specify the Company time and the Selling Stockholder, respectively, date of delivery and satisfactory to the Underwriters, on July 31, 2015payment (such time and date, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse First Boston Corporation ("CSFBC") and the Company determine, such agree as the time for payment and delivery (being herein and in the Terms Agreement referred to as the “First Closing Date”"CLOSING DATE"), the place of delivery and payment and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering, other than Contract Securities (as defined below) for which payment of funds and delivery of securities shall be as hereinafter provided. The Firm obligations of the Underwriters to purchase the Offered Securities so will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex I attached hereto ("DELAYED DELIVERY CONTRACTS") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be delivered with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date, the Company will pay, as compensation, to the Representative for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount or evidence number of their issuance shares of Offered Securities to be sold pursuant to Delayed Delivery Contracts ("CONTRACT SECURITIES"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be made available for checking at deducted from the above office Offered Securities to be purchased by the several Underwriters and the aggregate principal amount or number of Skaddenshares of Offered Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount or number of shares of Offered Securities set forth opposite each Underwriter's name in such Terms Agreement, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours except to the extent CSFBC determines that such reduction shall be otherwise than pro rata and so advises the Company. The Company will advise CSFBC not later than the business day prior to the First Closing DateDate of the principal amount or number of shares of Contract Securities. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 any Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to agrees that it shall sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Unless the Terms Agreement provides otherwise, such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and If the Selling Stockholder will deliver Offered Securities are Preferred Stock or Common Stock, the Optional certificates for the Offered Securities being purchased delivered to the Underwriters on each Optional the Closing Date will be in definitive form, and if the Offered Securities are Debt Securities, the Offered Securities delivered to or as instructed by the Representatives for Underwriters on the accounts of the UnderwritersClosing Date will be in definitive fully registered form, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore each case in Federal (same day) funds such denominations and registered in such names as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateCSFBC requests.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder 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 the Selling Stockholder, at a purchase price of $12.224 [ ] per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. hereto. (b) The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to accounts specified by the Company and Company, at the Selling Stockholderoffice of Xxxxxxxx Chance US LLP (“Xxxxxxxx Chance”), respectively00 Xxxx 00xx Xxxxxx, and satisfactory to the UnderwritersXxx Xxxx, XX 00000, at 10:00 A.M., New York time, on July 31[ ], 20152007, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxxxxxxx Chance at least 24 hours prior to the First Closing Date. . (c) In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Company. (d) Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by wire transfer to an account specified by the Company and Company, at the Selling Stockholder, respectively, and satisfactory to the Underwritersabove office of Xxxxxxxx Chance. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxxxxxxx Chance at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Underwritersorder of at the office of , at 9:00 A.M., New York time, on July 31, 2015, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of , at the office of . The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 ____ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company and at the Selling Stockholderoffice of Cravath, respectivelySwaine & Xxxxx, and satisfactory to the Underwritersat 10:00 A.M., New York time, on July 31August __, 20152000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of the Company, at the above office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP Xxxxx at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from each of the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ per shareADS (the “Purchase Price”), that number of Firm Securities (rounded up or down, subject to such adjustments to eliminate fractional shares as determined the Representatives may determine) that bears the same proportion to the total number of Firm Securities to be sold by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is Company as the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter in Schedule A hereto and the denominator of which is bears to the total number of Firm Securities. The Company and the Selling Stockholder will deliver the such number of Firm Securities as set forth in Schedule B to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company and the Selling Stockholderat A.M., respectively, and satisfactory to the UnderwritersNew York City time, on July 31, 20152013, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price Purchase Price per Security to be paid for the Firm SecuritiesADS. The Company and the Selling Stockholder agree, severally and not jointly, Shareholder agree to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. Any such election to purchase Optional Securities shall be made in proportion to the maximum number of Optional Securities to be sold by the Company and the Selling Shareholder as set forth in Schedule B attached hereto. The Company and the Selling Stockholder Shareholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence Representatives drawn to the order of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 ________ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Underwritersorder of the Company, at the office of ________________________, at 10:00 A.M., New York time, on July 31, 2015_________________, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP such location as CSFBC shall reasonably request at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of the Company, at the above office of ___________________. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office such location as CSFBC shall reasonably request at a reasonable time in advance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 [•] per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto hereto. As part of the offering contemplated by this Agreement, the Underwriters agree to reserve the Brookside Securities for offer and sale to Brookside upon the terms and subject to the conditions set forth in this Agreement and the denominator Brookside Securities shall be purchased from the Company at a purchase price of which is $[•] per share. Any Brookside Securities that are not confirmed for purchase in writing by Brookside by the total number end of Firm Securitiesthe second business day following the date hereof (or such other time as agreed to by the Underwriters and Brookside) shall be purchased by the Underwriters from the Company pursuant to and in accordance with the first sentence of this section 3 and offered to the public by the Underwriters in accordance with this Agreement. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company and at the Selling StockholderNew York, respectivelyNew York offices of Cravath, and satisfactory to the UnderwritersSwaine & Mxxxx LLP, at [•] A.M. New York time, on July 31[•], 20152007, or at such other time not later than 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Mxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company and at the Selling StockholderNew York, respectivelyNew York offices of Cravath, and satisfactory to the UnderwritersSwaine & Mxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office New York, New York offices of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Mxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree, severally and not jointly, Guarantors 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 the Selling Stockholder, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case 97.25% of the Companyprincipal amount thereof plus accrued interest from June 17, and 4,000,000 shares of Firm Securities2008 to the Closing Date (as hereinafter defined), in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number respective principal amounts of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), respectively000 Xxxxxxxxx, and satisfactory to the UnderwritersXxxxxxx, Xxxxx 00000, at 10 A.M., New York time, on July 31June 17, 20152008, or at such other time not later than 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxxxx Xxxxx 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number principal amount of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at the above office of Xxxxx Xxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxxxx Xxxxx at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Stockholder, at a purchase price of $12.224 21.72 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their its discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares the number of Firm Securities, Securities set forth opposite the name of such Selling Stockholder in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case Schedule A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentative drawn to the order of such Selling Stockholder in the amount set forth on Schedule A, at the office of Bxxxx Bxxxx L.L.P., at 10:00 A.M., New York time, on July 31March 14, 2015, 2022 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case [·]% of the Companyprincipal amount thereof plus accrued interest from [·], and 4,000,000 shares of Firm Securities2014 to the First Closing Date (as defined below), in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number respective principal amounts of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securities. hereto. (b) The Company and the Selling Stockholder will deliver the Firm Securities 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 by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, respectivelylocated at 0000 Xxxxxxx Xx., and satisfactory to the UnderwritersXxxx Xxxx, XX, 00000 at 9:00 A.M., New York time, on July 31[·], 2015, 2014 or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. . (c) In addition, upon written notice from the Representatives Credit Suisse Securities (USA) LLC (“Credit Suisse”) given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security principal amount of Securities (plus accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number principal amount of Firm Securities (subject to adjustment by the Representatives Credit Suisse in order to eliminate avoid 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling Stockholder. Company. (d) Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company and at the Selling Stockholder, respectively, and satisfactory to the Underwritersabove office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the Underwriters, and the Selling Stockholder Underwriters agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 24.48 per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter in the Underwriters on Schedule A hereto and the denominator of which is the total number of Firm SecuritiesI hereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the Underwriters in a form reasonably acceptable to Underwriters, including, at the Representativesoption of the Representative, through the facilities of The Depository Trust, against payment of the purchase price by the Underwriters in Federal federal (same day) funds as instructed by wire transfer to an account at a bank specified in writing to the Representative by the Company and the Selling Stockholderby 10:00 a.m., respectively, and satisfactory to the UnderwritersNew York time, on July 31April 22, 20152008, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to will be delivered or evidence of their issuance in such denominations and registered in such names as the Representative requests, and certificates for the Firm Securities, if any, will be in definitive form and will be made available for checking and packaging at the above office of SkaddenDLA Piper US LLP, Arps4000 Xxxxxxxx Xxxxxx, SlateXxxxx 000, Xxxxxxx & Xxxx LLP Xxxxxxx, XX 00000 at least 24 48 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name on Schedule I hereto bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentative drawn to the order of BioMed Realty Trust, Inc., at the office of Lxxxxx & Wxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx DLA Piper US LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 $ per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the respective number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm SecuritiesB hereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston LLC ("CSFB") drawn to the Underwritersorder of the Company, at the office of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 A.M., New York time, on July 31, 20152005, or at such other time not later than seven full business days thereafter as the Representatives CSFB 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 Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholder Stockholders 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional Securities to be Sold" and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFB to eliminate fractions) and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholderStockholders. Certificates in negotiable form for the Optional Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements ("CUSTODY AGREEMENTS"), made with [o], as custodian ("CUSTODIAN"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder 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 Stockholder 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 Optional Securities hereunder, certificates for such Optional Securities 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. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder Custodian will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the Underwritersorder of the Custodian, at the above office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 U.S.$ per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank reasonably acceptable to the Representatives, for credit to the Company and the Selling Stockholderat A.M., respectively, and satisfactory to the UnderwritersNew York time, on July 31, 20152007, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenLeBoeuf, ArpsLamb, Slate, Xxxxxxx Xxxxxx & Xxxx XxxXxx LLP (“LLGM”) 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank reasonably acceptable to the UnderwritersRepresentatives, for credit to the Company. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP LLGM at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 [_____] per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives, through the facilities of the Depository Trust Company ("DTC") unless the Representatives shall otherwise instruct, for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston LLC ("CSFB") drawn to the order of the Company and at the Selling Stockholderoffice of Dewey Ballantine LLP, respectively1301 Avenue of the Americas, and satisfactory to the UnderwritersNew York, New York, xx 00:00 X.X., New York time, on July 31_________, 2015, 2004 or at such other time not later than seven full business days thereafter as the Representatives CSFB 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 Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of SkaddenDTC or its designated custodian, Arpsunless the Representatives shall otherwise instruct, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives, through the facilities of DTC unless the Representatives shall otherwise instruct, for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the Underwritersorder of the Company, at the above office of Dewey Ballantine LLP. The certificates for the Optional Securities being purchased on beixx xxxxxxxxx xx each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenDTC or its designated custodian, Arpsunless the Representatives shall otherwise instruct, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $12.224 $ per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account acceptable to each of the Company and CSFB drawn to the order of the Company, in the case of payment to the Company for 7,000,000 shares of Firm Securities, and to an account acceptable to each of the Selling Stockholder and CSFB drawn to the order of the Selling Stockholder, respectively, and satisfactory in the case of payment to the UnderwritersSelling Stockholder for 2,100,000 shares of Firm Securities, on July 31in each case at the office of Davis Polk & Wardwell, 20151600 El Camino Real, or Menlo Park, California, at such other time not later 00:00 X.X., Xxx Xxxx txxx, xx , 0000, xx xx xxxx xxxxx xxxx xxx xater than seven full business days thereafter as the Representatives CSFB 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Datein such denominations and registered in such names as CSFB requests. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by wire transfer to an account acceptable to each of the Company Selling Stockholder and CSFB drawn to the order of the Selling Stockholder, respectivelyat the office of Davis Polk & Wardwell, and satisfactory to the Underwriters1600 El Camino Real, Menlo Park, California. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance Thx Xxxxxxxx Sexxxxxxxx bxxxx xxxxxxxxx xx xxxx Xxxxxxxx Xxxxxxx Xxxe will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to in such Optional Closing Datedenominations and registered in such names as CSFB requests.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 12.97 per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing 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 and at the Selling Stockholderoffice of Cravath, respectivelySwaine & Xxxxx LLP, and satisfactory to the Underwritersat 10:00 A.M., New York time, on July 31January 14, 20152004, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 14.335 per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities Shares set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and hereto, or, for Warrants in lieu of Firm Shares, at a purchase price of $14.334999 per Warrant, the denominator of which is the total respective number of Firm SecuritiesWarrants set forth opposite the names of the Underwriters in Schedule A hereto. The Company and the Selling Stockholder will deliver the Firm Securities Shares and the Warrants to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxxx LLP, respectively0000 Xxxxxxx Xxxxxx, and satisfactory to the UnderwritersXxxxx 0000, Xxxxxxx, Xxxxxxxxxx, 00000, at 10:00 a.m., New York time, on July 317, 20152020, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities Shares and the Warrants so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP at least 24 hours prior to the First 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 First Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $15.249999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the First Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that the Company shall promptly (but in no event later than the First Closing Date) pay $0.915 per such Warrant 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 First 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. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Shares at the purchase price per Security Firm Share to be paid for the Firm SecuritiesShares, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional SecuritiesShares. Such Optional Securities Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Shares set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities Shares (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 SecuritiesUnderwriters. No Optional Securities Shares shall be sold or delivered unless the Firm Securities Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities Shares 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 StockholderCompany. Each time for the delivery of and payment for the Optional SecuritiesShares, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but but, unless the Optional Closing Date is the First Closing Date or as otherwise mutually agreed between the Company and the Representatives, shall be not later than five full business days after written notice of election to purchase Optional Securities Shares is given. The Company and the Selling Stockholder will deliver the Optional Securities Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at the above office of Xxxxxx LLP. The Optional Securities Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 30.28025 per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing 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 and at the Selling Stockholderoffice of Cravath, respectivelySwaine & Xxxxx LLP, and satisfactory to the Underwritersat 10:00 A.M., New York time, on July 31December 14, 20152005, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 6.76 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number amount of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriter, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to accounts specified by the Company and Company, at the Selling Stockholderoffice of Xxxxxxxx Chance US LLP, respectively00 Xxxx 00xx Xxxxxx, and satisfactory to the UnderwritersXxx Xxxx, XX 00000, at 10:00 A.M. (New York time) on July 31March 30, 20152011, or at such other time not later than seven three full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at in such denominations and registered in such names as the above office Underwriter requests. The Firm Securities will be delivered through the book-entry facilities of SkaddenThe Depository Trust Company (“DTC”), Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to unless the First Closing DateUnderwriter shall otherwise instruct. In addition, upon written notice from the Representatives Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities provided that the purchase price for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each the Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriter for the accounts account of the UnderwritersUnderwriter, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by wire transfer to an account specified by the Company and Company, at the Selling Stockholder, respectively, and satisfactory to the Underwritersabove office of Xxxxxxxx Chance US LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriter requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx Chance US LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe several Underwriters the number of shares of the Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A-2 hereto under the caption “Number of Firm Securities Offered”, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderStockholders, at a purchase price of $12.224 91.98 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A A-1 hereto and under the denominator of which is the total number caption “Number of Firm SecuritiesSecurities Offered”. The Company and Each of the Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds as instructed in writing by a wire transfer to an account, at a bank specified by the Company (and acceptable to the Representative), drawn to the order of such Selling Stockholder, respectivelyat the office of Xxxxxx & Xxxxxxx LLP, and satisfactory to the Underwriters000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 10:00 A.M., New York time, on July 31August 15, 20152017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives Selling Stockholders and the Company determineRepresentative, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing DateDTC unless the Representative shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholder Stockholders 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Selling Stockholders as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). Each Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the respective number of shares of Optional Securities specified in the notice in the same proportion as the number of Firm Securities set forth opposite such notice Selling Stockholder’s name bears to the total shares of Firm Securities on Schedule A-2 hereto (subject to adjustment by the Representative in its discretion to eliminate fractions), and the Underwriters agree, severally and not jointly, to purchase such the same number of Optional Securities. Such Any Optional Securities shall be purchased from the Selling Stockholders for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities on Schedule A-1 hereto (subject to adjustment by the Representatives Representative in its discretion 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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and Each of the Selling Stockholder Stockholders will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Representative, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds as instructed in writing by a wire transfer to an account, at a bank acceptable to the Company and Representative, drawn to the order of such Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP at least 24 hours prior to such LLP. The delivery of any Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling Stockholder, at a purchase price of $12.224 [●] per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and hereto. For the denominator avoidance of which is doubt, the total number of several Underwriters will deduct the Firm SecuritiesCapital Increase Amount (as defined in Section 4(b)(ii)) from the aggregate purchase price for the Firm Securities payable by the several Underwriters to the Company. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against Representatives following payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxxx & Xxxxxxx LLP, respectively000 Xxxxx Xxxxx, and satisfactory to the UnderwritersMenlo Park, California 94025, at 10:00 A.M., New York time, on July 31[●], 20152017, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. For the avoidance of doubt, the several Underwriters will deduct the Over-Allotment Capital Increase Amount (as defined in Section 5(a)(ii)) from the aggregate purchase price for any Applicable Optional Shares (as defined in Section 5(a)(i)) payable by the several Underwriters to the Company. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but except as otherwise mutually agreed between the Company and the Representatives shall be not less than three full business days nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence Representatives drawn to the order of their issuance will be made available for checking the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateLLP.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling Stockholder, at a purchase price of $12.224 US$20.4961 per shareADS, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities 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 the Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at 9:00 A.M., New York time, on July 3129, 20152013, or at such other time not later than 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenXxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, ArpsXxx Xxxx, SlateXxx Xxxx 00000, Xxxxxxx & Xxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the same purchase price per Security ADS to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in and such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not earlier than two full business days or later than five full business days after written notice of election to purchase Optional Securities is given, provided that if such notice is given earlier than one full business day prior to the First Closing Date, the applicable Optional Closing Date may be the First Closing Date. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefore therefor in Federal federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office at a reasonable time in advance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 12.7015 per share, that number of Firm Securities share (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions“Purchase Price”) obtained by multiplying 8,000,000 shares of for the Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the respective number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a book entry form reasonably acceptable to through the Representatives, facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives at 10:00 a.m., New York time, on July 31March 18, 20152021, or at such other time not later than seven (7) 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Dateoffering contemplated by this Agreement. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price Purchase Price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each 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 three full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a book entry form reasonably acceptable to through the Representatives facilities of DTC against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateRepresentatives.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholder, at a purchase price of $12.224 44.62 per shareADS, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 each representing 1,039 shares of Firm SecuritiesCommon Stock, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such the Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriter, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to the Company and Underwriter drawn to the order of the Selling StockholderStockholder at the office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, respectivelyat 9:00 A.M, and satisfactory to the UnderwritersNew York time, on July 31December 11, 20152006, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determineSelling Stockholder determines, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The ADRs evidencing the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at in definitive form, in such denominations and registered in such names as the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours Underwriter requests upon reasonable notice prior to the First Closing Date. In addition, upon written notice from the Representatives Underwriter given to the Company Bank and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security ADS to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the 12 Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is givengiven to the Selling Stockholder. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the UnderwritersUnderwriter, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to the Company and Underwriter drawn to the order of the Selling Stockholder, respectively, and satisfactory to Stockholder at the Underwritersoffice of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP. The ADRs evidencing the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance so to be delivered will be made available for checking at in definitive form, in such denominations and registered in such names as the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours Underwriter requests upon reasonable notice prior to such Optional Closing Date. In addition, the Underwriter hereby agrees to provide to the Selling Stockholder within 60 days after the First Closing Date a certificate of U.S. residency on United States Internal Revenue Service Form 6166.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank reasonably acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Underwritersorder of at the office of , at a.m., New York time, on July 31, 2015, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours not later than 10:00 a.m. on the last business day prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank reasonably acceptable to CSFBC drawn to the Underwritersorder of , at the office of . The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours not later than 10:00 a.m. on the last business day prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 20.96250 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the respective number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by a wire transfer to an account at a bank specified by the Company (and the Selling Stockholder, respectively, and satisfactory acceptable to the UnderwritersRepresentatives) drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on July 31December 21, 20152016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives Company and the Company determineRepresentatives, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing DateDTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date by the Underwriters to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank specified by the Company (and the Selling Stockholder, respectively, and satisfactory acceptable to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence Representatives) drawn to the order of their issuance will be made available for checking the Company, at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP at least 24 hours prior to such Xxxxx LLP. Delivery of the Optional Closing DateSecurities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriter, the Managers and each Underwriter agreesthe Managers agree, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $12.224 U.S.$[ ] per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of International Firm Securities set forth opposite the name names of such Underwriter the Managers in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the International Firm Securities to or as instructed by the Representatives CSFBL for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesManagers, against payment of the purchase price in U.S. dollars by the Underwriters certified or official bank check or checks in Federal New York Clearing House (same next day) funds as instructed in writing by drawn to the order of the Company and at the Selling Stockholderoffice of Cravath, respectivelySwaine & Moorx, and satisfactory to the Underwritersxx 9:30 A.M., New York time, on July 31[ ], 20151996, or at such other time not later than seven full business days thereafter as the Representatives CSFBL 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 ActAct 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 Securities sold pursuant to the offeringOfferings. The certificates for the International Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBL requests and will be made available for checking and packaging at the above office of SkaddenCravath, ArpsSwaine & Moorx, Slate, Xxxxxxx & Xxxx LLP at xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectusinitial public offering of the Offered Securities, the Underwriters Managers may purchase all or less than all of the International Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the International Firm Securities. Unless otherwise agreed between CSFBL and CSFBC, the International Optional Securities to be purchased by the Managers on any 10 10 Optional Closing Date (as defined below) shall be in the same proportion to all the Optional Securities to be purchased by the Managers and U.S. Underwriters on such Optional Closing Date as the International Firm Securities bear to all the Offered Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Managers such International Optional Securities specified in such notice and the Underwriters Managers agree, severally and not jointly, to purchase such International Optional Securities. Such International Optional Securities shall be purchased for the account of each Underwriter Manager in the same proportion as the number of shares of International Firm Securities set forth opposite such Underwriter’s Manager's name bears to the total number of shares of International Firm Securities (subject to adjustment by the Representatives CSFBL to eliminate fractions) and may be purchased by the Underwriters Managers only for the purpose of covering over-allotments made in connection with the sale of the International Firm Securities. No Optional Securities shall be sold or delivered unless the International Firm Securities and the U.S. Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time upon written or telegraphic notice by the Underwriters to the Company setting forth the number of Optional Securities as to which the several Underwriters are exercising the Option and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Representatives Managers and the U.S. Underwriters to the Company and the Selling StockholderChemed. Each time for the delivery of and payment for of the International Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written or telegraphic notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the International Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives CSFBL for the accounts of the Underwritersseveral Managers, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor by certified or official bank check or checks in Federal New York Clearing House (same next day) funds as instructed in writing by drawn to the order of the Company and Chemed, for their respective shares, at the Selling Stockholderabove office of Cravath, respectively, and satisfactory to Swaine & Moorx. Xhe certificates for the Underwriters. The International Optional Securities being purchased on each will be in definitive form, in such denominations and registered in such names as CSFBL requests upon reasonable notice prior to such Optional Closing Date or evidence of their issuance and will be made available for checking and packaging at the above office of SkaddenCravath, ArpsSwaine & Moorx, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to xx a reasonable time in advance of the such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 ___________ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company and at the Selling Stockholderoffice of Simpxxx Xxxxxxx & Xartxxxx, respectivelyxx 10:00 A.M., and satisfactory to the UnderwritersNew York time, on July 31__________, 20152000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Simpxxx Xxxxxxx & Xxxx LLP at Xartxxxx xx least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of the Company, at the above office of Simpxxx Xxxxxxx & Xartxxxx. The Xxe certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Simpxxx Xxxxxxx & Xxxx LLP at least 24 hours prior to Xartxxxx xx a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the Underwriters, and the Selling Stockholder Underwriters agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 20.544 per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter in the Underwriters on Schedule A hereto and the denominator of which is the total number of Firm SecuritiesI hereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Xxxxxx Xxxxxxx for the accounts of the Underwriters in a form reasonably acceptable to Underwriters, including, at the option of the Representatives, through the facilities of The Depository Trust, against payment of the purchase price by the Underwriters in Federal federal (same day) funds as instructed by wire transfer to an account at a bank specified in writing to Xxxxxx Xxxxxxx by the Company and the Selling Stockholderby 9:00 a.m., respectively, and satisfactory to the UnderwritersNew York time, on July 31April 2, 20152013, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to will be delivered or evidence of their issuance in such denominations and registered in such names as the Representatives request, and certificates for the Firm Securities, if any, will be in definitive form and will be made available for checking and packaging at the above office of SkaddenDLA Piper LLP (US), Arps0000 Xxxxxxxx Xxxxxx, SlateXxxxx 000, Xxxxxxx & Xxxx LLP Xxxxxxx, XX 00000 at least 24 48 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name on Schedule I hereto bears to the total number of shares of Firm Securities (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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of BioMed Realty Trust, Inc., at the office of Xxxxxx & Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenDLA Piper LLP (US), ArpsRaleigh, Slate, Xxxxxxx & Xxxx LLP NC at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 19.505 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston LLC (“CSFB”) drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxxx Godward LLP, respectively0000 Xxxxxxx Xxxxxx, and satisfactory to the UnderwritersXxxx Xxxx, Xxxxxxxxxx at 10:00 A.M., New York time, on July 3120, 20152005, or at such other time not later than seven full business days thereafter as the Representatives CSFB 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx Godward LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by the Representatives CSFB 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to at the Representatives office of Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the Underwritersorder of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx Godward LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price respective numbers of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and I hereto. The purchase price per share to be paid by the denominator of which is Underwriters to the total number of Firm SecuritiesCompany for the Stock will be $3.78 per share (the “Purchase Price”). The Company and the Selling Stockholder will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the RepresentativesCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds as instructed in writing by to an account at a bank acceptable to the Representative payable to the order of the Company and at the Selling Stockholderoffices of Xxxxxxx Procter LLP, respectivelyThe New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and satisfactory delivery at the time and place specified pursuant to this Agreement is a further condition of the Underwritersobligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 31May 4, 20152011, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Exchange Actform of payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to varied by agreement between the Company and Xxxxx. For the Selling Stockholder from time to time not more than 30 days subsequent to purpose of covering any over-allotments in connection with the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional SecuritiesStock, up to 1,200,000 provided that such shares of Optional Stock shall be purchased from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule I bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives Xxxxx to eliminate fractions) ). The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by Xxxxx to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock (subject to the proviso in the first sentence of this paragraph) at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock 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 prior to the exercise of such right upon notice by Xxxxx to the Representatives Company. The option granted hereby may be exercised by written notice being given to the Company by Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by the Representatives but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Company Option Closing Date and the Selling Stockholder Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by the Representatives Representative for the respective accounts of the Underwritersseveral Underwriters through the facilities of The Depository Trust Company or, at the election of the Representative, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds as instructed in writing to an account at a bank acceptable to Xxxxx payable to the order of the Company at the offices of Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Selling Stockholder, respectively, and satisfactory to the UnderwritersXxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available several Underwriters propose to offer the Stock for checking at sale upon the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Dateterms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the Underwriters, and each of the Selling Stockholder agreeUnderwriters, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 5.25 per shareshare (the “Purchase Price”), that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm SecuritiesI annexed hereto. The Company and the Selling Stockholder will deliver the Firm Securities Shares to or as instructed by the Representatives for the respective accounts of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price in cash by wire transfer of immediately available funds to an account or accounts of the Underwriters in Federal (same day) funds as instructed in writing Company, which accounts have been designated by the Company and the Selling Stockholder, respectively, and satisfactory in writing at least one day prior to the UnderwritersClosing Date at the office of Mxxxxx, Xxxxx & Bxxxxxx LLP, 500 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 at 7:00 a.m. Pacific Daylight Time, on July 31September 20, 20152006, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determinemay mutually agree, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under .” The certificates for the Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriters request and (i) will be made available for checking and packaging at the above office of SkaddenMxxxxx, ArpsXxxxx & Bockius, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Date or (ii) delivered through the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date facilities of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Depositary Trust Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid (“DTC”) for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the respective accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, the Underwriters agree to severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 15.28 per share, that number of Firm Securities ADS (rounded up or down, as determined by being the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case issue price net of a Selling Stockholdercommission of 4.5%), in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter the Underwriters in Schedule A hereto and hereto. The Offered Securities will be offered in the denominator of which is United States through the total number of Firm SecuritiesUnderwriters, either directly or indirectly through their U.S. broker-dealer affiliates, or such other registered dealers as may be designated by the Underwriters. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Underwriters for the accounts account of the Underwriters in a form reasonably acceptable to the Representatives, Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the Company and at the Selling StockholderHong Kong office of Kxxxxxxx & Exxxx, respectivelyat 9:00 A.M., and satisfactory to the UnderwritersNew York time, on July 31May 17, 20152019, or at such other time not later than seven full business days thereafter as the Representatives Underwriters 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may severally purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price of $15.28 per Security ADS to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase the number of Optional Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriters bears to the total number of Firm Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) Underwriters and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriters for the accounts account of the Underwriters, Underwriters in a form reasonably acceptable to the Representatives Underwriters against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above Hong Kong office of Skadden, Arps, Slate, Xxxxxxx Kxxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateExxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 24.125 per share, that the number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by through the Representatives facilities of DTC for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account specified by the Company and the Selling Stockholder, respectively, and satisfactory at a bank acceptable to the UnderwritersRepresentatives. The documents to be delivered hereunder shall be delivered at the office of Cravath, Swaine & Xxxxx LLP, at 8:00 a.m., New York time, on July 31September 30, 20152013, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price of $24.125 per Security share to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by through the Representatives facilities of DTC for the accounts account of the Underwriters, in a form reasonably acceptable to the Representatives several Underwriters against payment of the purchase price therefore by the several Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account specified by the Company and the Selling Stockholder, respectively, and satisfactory at a bank acceptable to the UnderwritersRepresentatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 __________ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. ---------- The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of _________________ at the office of _____________________, at ____ A.M., New York time, on July 31___________, 20151999, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ___________________ at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the offer and sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days nor less than two full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of ________________, at the office of ______________. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office ______________________ at a reasonable time in advance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ . per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Underwritersorder of Lante Corporation at the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York time, on July 31., 20152000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of Lante Corporation, at the office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP Xxxxx at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 [o] per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company and at the Selling Stockholderoffice of Cravath, respectivelySwaine & Xxxxx, and satisfactory to the Underwritersat 9:00 A.M., New York time, on July 31[o], 20152002, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of the Company, at the above office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLP Xxxxx at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 [ ] per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed by wire transfer to an account at a bank acceptable to CSFB and Bear, Xxxxxxx & Co. Inc. ("BSCI") and specified in writing by the Company and Company, at the Selling Stockholderoffice of O'Melveny & Xxxxx LLP, respectivelyat 9:00A.M., and satisfactory to the UnderwritersNew York time, on July 31[ ], 2015, 2003 or at such other time not later than seven full business days thereafter as the Representatives CSFB, BSCI 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and BSCI request and will be made available for checking and packaging at the above office of Skaddenthe transfer agent and registrar for the Securities in New York, Arps, Slate, Xxxxxxx & Xxxx LLP New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB and BSCI given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB and BSCI 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB and BSCI to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFB and BSCI but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional 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 therefor in Federal (same day) funds as instructed by wire transfer to an account at a bank acceptable to CSFB and BSCI and specified in writing by the Company and Company, at the Selling Stockholder, respectively, and satisfactory to the Underwritersabove office of Xxxxxx Xxxxxx & Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and BSCI requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skaddenthe transfer agent and registrar in New York, Arps, Slate, Xxxxxxx & Xxxx LLP New York at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 9.165 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of the Company and at the Selling Stockholderoffice of Cooley Godward Kronish LLP, respectively0000 Xxxxxxx Xxxxxx, and satisfactory to the UnderwritersXxxx Xxxx, Xxxxxxxxxx at 10:00 A.M., New York time, on July 31May 8, 20152007, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Credit Suisse requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Cooley Godward Kronish LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by the Representatives Credit Suisse 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to at the Representatives office of Cooley Godward Kronish LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Underwritersorder of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Credit Suisse requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Cooley Godward Kronish LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ ___ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives through the facilities of The Depository Trust Company ("DTC") for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank identified by the Company to Credit Suisse First Boston Corporation ("CSFBC") and the Selling Stockholder, respectively, and satisfactory Xxxxxxx Xxxxx Barney Inc. ("SSB") drawn to the Underwritersorder of the Company, at the office of Hunton & Xxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A.M., New York time, on July 31June __, 20152001, or at such other time not later than seven full business days thereafter as the Representatives CSFBC, SSB 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, as amended (the "Exchange Act"), 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in the form of one or evidence more global securities in definitive form deposited with DTC and registered in the name of their issuance Cede & Co., as nominee for DTC, and will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC and SSB given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC and SSB 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time up to five times and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC and SSB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC and SSB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives through the facilities of DTC for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank identified by the Company to CSFBC and the Selling Stockholder, respectively, and satisfactory SSB drawn to the Underwritersorder of the Company, at the above office of Hunton & Xxxxxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in the form of one or evidence more global securities in definitive form deposited with DTC and registered in the name of their issuance Cede & Co., as nominee for DTC and will be made available for checking at the above office a reasonable time in advance of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives, through the facilities of the Depository Trust Company ("DTC") unless the Representatives shall otherwise instruct, for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Underwritersorder of United Surgical Partners International, Inc. at the office of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., in Dallas, Texas, at 9:00 A.M., Central Standard Time, on July 31, 2015, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of SkaddenDTC or its designated custodian, Arpsunless the Representatives shall otherwise instruct, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives, through the facilities of DTC unless the Representatives shall otherwise instruct, for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwriters. order of United Surgical Partners International, Inc., at the above office of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of SkaddenDTC or its designated custodian, Arpsunless the Representatives shall otherwise instruct, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Stockholder, at a purchase price of $12.224 20.35 per share, that number of Firm Securities (rounded up or down, as determined by the Representative Underwriters in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares the number of Firm SecuritiesSecurities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. The Company Custodian and the Selling Stockholder AEA EWT Holdings LP, as applicable, will deliver the Firm Securities to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to the accounts specified by the Company Custodian and AEA EWT Holdings LP, as applicable, at the Selling Stockholderoffice of Xxxxxx & Xxxxxxx LLP, respectivelyat 9:00 a.m., and satisfactory to the UnderwritersNew York time, on July 31August 10, 20152020, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Custodian and AEA EWT Holdings LP, as applicable, shall deliver the Firm Securities so to be delivered or evidence through the facilities of their issuance will be made available for checking at DTC unless the above office Underwriters shall otherwise instruct. The Custodian and AEA EWT Holdings LP, as applicable, shall deliver the Firm Securities through the facilities of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to DTC unless the First Closing DateUnderwriters shall otherwise instruct. In addition, upon written notice from the Representatives Underwriters given to the Company each of AEA Holdings LP and the Selling Stockholder Attorneys-in-Fact 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities. The Company and Following such notice, the Selling Stockholder Stockholders each agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional SecuritiesSecurities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Underwriters to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives Underwriters 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company each of AEA Holdings LP and the Selling StockholderAttorneys-in-Fact. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriters but shall be not earlier than two nor later than five seven full business days after written notice of election to purchase Optional Securities is given. The Company , nor in any event prior to the First Closing Date, unless the Underwriters and the Selling Stockholder Stockholders agree in writing. The Custodian and AEA EWT Holdings LP, as applicable, will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by wire transfer to the accounts specified by the Company Custodian and AEA EWT Holdings LP, as applicable, at the Selling Stockholder, respectively, and satisfactory to the Underwritersoffice of Xxxxxx & Xxxxxxx LLP. The Custodian and AEA EWT Holdings LP, as applicable, shall deliver the Optional Securities being purchased on each Optional Closing Date or evidence through the facilities of their issuance will be made available for checking at DTC unless the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateUnderwriters shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling Stockholder, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case 99.000% of the Companyprincipal amount thereof, and 4,000,000 shares plus accrued interest, if any, from June 6, 2018 to the Closing Date, the respective principal amounts of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Offered Securities set forth opposite the name names of such Underwriter Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the Representativesdeliver, against payment of the purchase price thereof, the Offered Securities in the form of one or more permanent global securities in registered form without interest coupons, which will be deposited with, and registered in the name of, a common depositary for the accounts of the Euroclear System (“Euroclear”) and Clearstream, société anonyme (“Clearstream”) and their nominees, in each case as instructed by the Underwriters Representative. Payment for the Offered Securities shall be made in Federal euros in (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to one or more accounts acceptable to the UnderwritersRepresentative at the office of Cravath, Swaine & Mxxxx LLP at 8:00 a.m., London time, on July 31June 6, 20152018, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking verification at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Mxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 [ ] per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn on the Company and order of Credit Suisse at the Selling Stockholderoffice of Credit Suisse, respectivelyat 10:00 A.M., and satisfactory to the UnderwritersNew York time, on July 31October [ ], 20152009, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Credit Suisse at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Credit Suisse given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities less an amount equal to any dividends payable or paid to the holders of the Firm Securities but not payable or paid to the holders of the Optional Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Credit Suisse 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to Credit Suisse drawn to the Underwritersorder of Credit Suisse, at the above office of Credit Suisse. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price respective numbers of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and hereto. The purchase price per share to be paid by the denominator of which is Underwriters to the total number of Firm SecuritiesCompany for the Stock will be $[●] per share (the “Purchase Price”). The Company and the Selling Stockholder will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the Underwriters in a form reasonably acceptable to several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds as instructed in writing to an account at a bank specified by the Company and payable to the Selling Stockholderorder of the Company for the Firm Stock sold by them all at the offices of Cxxxxx LLP, respectively50 Xxxxxx Xxxxx, New York, New York 10001. Time shall be of the essence, and satisfactory delivery at the time and place specified pursuant to this Agreement is a further condition of the Underwritersobligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at [10:00] A.M., New York time, on July 31November [●], 20152021, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Exchange Actform of payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to varied by agreement between the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Representatives. The Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock 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 Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 $ per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives at the office of Cravath, Swaine & Xxxxx LLP, at A.M., New York time, on July 31, 2015, or at such other time not later than 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives, at the above office of Cravath, Swaine & Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (a) the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 $ per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and (b) the denominator Company agrees to sell to the Representative, and the Representative agrees to purchase from the Company, at a purchase price of $ per share (which is shall be equal to price to the total number public), shares to be sold to certain existing stockholders of Firm Securitiesthe Company. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to Citigroup drawn to the Underwritersorder of Trius Therapeutics, Inc. at the office of Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, at 9:00A.M., New York time, on July 31, 2015, or at such other time not later than seven full business days thereafter as the Representatives Citigroup 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenXxxxxx LLP, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Citigroup given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Citigroup 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Citigroup to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Citigroup but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Citigroup for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Citigroup against payment by the Underwriters of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to Citigroup drawn to the Underwritersorder of Trius Therapeutics, Inc., at the above office of Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of SkaddenXxxxxx LLP, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case 97.5% of the Companyprincipal amount thereof (plus accrued interest thereon from January 22, and 4,000,000 shares of Firm Securities2007), in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number respective principal amounts of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentative drawn to the order of Washington Real Estate Investment Trust at the office of Xxxxxx & Xxxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX, 00000, at 10:00 A.M., New York time, on July 31January 22, 20152007, or at such other time not later than 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 ActAct 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxx & Xxxx Xxxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number principal amount of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentative drawn to the order of Washington Real Estate Investment Trust, at the above office of Xxxxxx & Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxx & Xxxx Xxxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 9.49 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the respective number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto hereto, provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the denominator of which is the total number of Firm Securities but not payable on such Optional Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxx Xxxx & Xxxxxxxx LLP, respectively000 Xxxxxxxxx Xxxxxx, and satisfactory to the UnderwritersXxx Xxxx, XX 00000, at 10:00 a.m., New York time, on July 31December 12, 20152017, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be so delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefore therefor in Federal federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentative drawn to the order of the Company, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the each Selling Stockholder, at a purchase price of $12.224 $ per share, that number of Firm Securities (rounded up or down, as determined by the Representative CSFBC in their its discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of 1,500,000 Firm Securities, Securities in the case of the Company, Company and 4,000,000 shares the number of Firm SecuritiesSecurities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the of numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company in the case of 1,500,000 shares of Firm Securities and to the Custodian for the respective accounts of the Selling StockholderStockholders in the case of 2,000,000 shares of Firm Securities, respectivelyat the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, and satisfactory to the UnderwritersProfessional Corporation, at 10:00 A.M., New York time, on July 31August 4, 20151999, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form if required by CSFBC, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of SkaddenXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP Professional Corporation at least 24 hours prior to the First Closing Date. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements ("Custody Agreements") made with BancBoston, N.A., as custodian ("Custodian"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder 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 Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities 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. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, Shareholder agrees to sell to each Underwriterthe U.S. Underwriters, and each Underwriter agreesthe U.S. Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderShareholder, at a purchase price of $12.224 U.S.$______ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of U.S. Firm Securities set forth opposite the name names of such Underwriter the U.S. Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder Shareholder will deliver the U.S. Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesU.S. Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank specified by the Company Selling Shareholder to, and reasonably acceptable to, CSFBC, drawn to the order of the Selling StockholderShareholder, respectivelyat the office of Xxxxx Xxxxxxxxxx, and satisfactory to 1301 Avenue of the UnderwritersAmericas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 A.M., New York time, on July 31_____________, 20151997, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, Selling Shareholder agree (such time being herein referred to as the “"First Closing Date”"). For purposes of Rule 15c6-1 under the Securities Exchange ActAct 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 Securities sold pursuant to the offeringU.S. Offering and the International Offering. The certificates for the U.S. Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice, and will be made available for checking and packaging at the above office of SkaddenCredit Suisse First Boston Corporation, ArpsNew York, SlateNew York, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder Shareholder from time to time not more than 30 days subsequent to the date of the Final ProspectusProspectuses, the U.S. Underwriters may purchase all or less than all of the U.S. Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the U.S. Firm Securities. The Company U.S. Optional Securities to be purchased by the U.S. Underwriters on any Optional Closing Date shall be in the same proportion to all the Optional Securities to be purchased by the U.S. Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities. The Selling Stockholder agree, severally and not jointly, Shareholder agrees to sell to the U.S. Underwriters the number of shares of such U.S. Optional Securities specified in such notice and the U.S. Underwriters agree, severally and not jointly, to purchase such U.S. Optional Securities. Such U.S. Optional Securities shall be purchased for the account of each U.S. Underwriter in the same proportion as the number of shares of U.S. Firm Securities set forth opposite such U.S. Underwriter’s 's name bears to the total number of shares of U.S. Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the U.S. Underwriters only for the purpose of covering over-allotments made in connection with the sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities and the International Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of U.S. Underwriters and the Representatives Managers to the Company Selling Shareholder. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the U.S. Underwriters and Managers pursuant to the terms of CSFBC's instructions to the Selling StockholderShareholder. Each time for the delivery of and payment for the U.S. Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined agreed by CSFBC and the Representatives Selling Shareholder but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder Shareholder will deliver the U.S. Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several U.S. Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by wire transfer to an account specified by the Company and Selling Shareholder reasonably acceptable to CSFBC, at the Selling Stockholder, respectively, and satisfactory to the Underwritersabove office of Xxxxx Xxxxxxxxxx. The certificates for the U.S. Optional Securities being purchased on each will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date or evidence of their issuance and will be made available for checking and packaging at the above office of SkaddenCSFBC, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representationsrepresentations and warranties contained in this Agreement, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 19.44 per shareADS, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the respective number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and hereto. The Offered Securities will be offered in the denominator of which is United States through the total number of Firm SecuritiesUnderwriters, either directly or indirectly through their U.S. broker-dealer affiliates, or such other registered dealers as may be designated by the Underwriters. The Company and the Selling Stockholder will deliver the ADRs evidencing the Firm Securities 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 The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) day funds as instructed in writing by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company and at the Selling StockholderHong Kong office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, respectivelyat 9:00 A.M., and satisfactory to the UnderwritersEastern time, on July 31March 24, 20152010, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities ADRs so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx LLP Xxxx Special Administrative Region, People’s Republic of China, 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security ADS to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not earlier than two nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver ADRs evidencing the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at the Hong Kong office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP. The Optional Securities being purchased ADRs so to be delivered on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx LLP Xxxx Special Administrative Region, People’s Republic of China, at least 24 hours prior to a reasonable time in advance of such Optional Closing Date. The documents to be delivered on any Closing Date on behalf of the parties hereto pursuant to Section 7 hereof shall be delivered at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 00xx Xxxxx XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx Special Administrative Region, People’s Republic of China, and the ADSs shall be delivered at the office of DTC, all on the applicable Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 24.2125 per shareshare (the “Purchase Price”), that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto hereto. Delivery of and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver payment for the Firm Securities to or as instructed by shall be made at the Representatives for the accounts office of the Underwriters in a form reasonably acceptable to the RepresentativesXxxxxxx Xxxxx Xxxxxx LLP, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder000 Xxxxxx Xxxxxx, respectivelySuite 4200, and satisfactory to the UnderwritersHouston, Texas 77002, beginning at 9:00 A.M., New York time, on July 31March 29, 20152018, or at such other time not later than seven full business days thereafter date or place as shall be determined by agreement between the Representatives Representative and the Company determine, such Company. This date and time being herein are sometimes referred to herein as the “First Closing Date”. For purposes Delivery of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) Firm Securities shall be made to the settlement date Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase price of the Firm Securities being sold by the Company to or upon the order of the Company by wire transfer in immediately available funds to the account(s) specified by the Company. Time shall be of the essence, and delivery of securities for all at the Offered Securities sold time and place specified pursuant to this Agreement is a further condition of the offeringobligation of each Underwriter hereunder. The Company shall deliver the Firm Securities so to be delivered or evidence through the facilities of their issuance will be made available for checking at The Depository Trust Company (“DTC”) unless the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing DateRepresentative shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholder from time to time not more than 30 thirty (30) days subsequent to the date of the Final Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm SecuritiesPurchase Price. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agreeEach Underwriter agrees, severally and not jointly, to purchase such Optional Securities. Such the number of Optional Securities shall be purchased for (subject to such adjustments to eliminate fractional Optional Securities as the account of each Underwriter in Representative may determine) that bears the same proportion to the total number of Optional Securities to be sold on such Optional Closing Date as the number of shares of Firm Securities set forth on Schedule A hereto opposite the name of such Underwriter’s name Underwriter bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives FBR, but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. Delivery of the Optional Securities shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase price of the Optional Securities being sold by the Company to or upon the order of the Company by wire transfer in immediately available funds to the account(s) specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company and the Selling Stockholder will shall deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by through the Representatives for facilities of DTC unless the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateRepresentative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 ________ per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company and at the Selling Stockholderoffice of ___________________, respectivelyat 10:00 A.M., and satisfactory to the UnderwritersNew York time, on July 31, 2015_________________, or at such other time not later than seven full business days thereafter as the Representatives CSFBC 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 ActAct 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP _________________ at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.Optional

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 2.697 per share, that the respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total hereto, plus any additional number of Firm SecuritiesSecurities which such Underwriters may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Company and the Selling Stockholder will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable to such names and in such denominations as the Representatives, Representative shall request against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed by wire transfer to an account at a bank designated in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the UnderwritersRepresentative drawn to the order of the Company at the office of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York time, on July 31February 22, 2015, 2017 or at such other time not later than seven ten 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder from time to time not more than 30 45 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for Representative through the accounts facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriters, in a form reasonably acceptable to the Representatives Representative shall request against payment of the purchase price therefore therefor in Federal (same day) funds as instructed by wire transfer to an account at a bank designated in writing by the Company to the Representative drawn to the order of the Company, at the office of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Securities and the Selling StockholderOptional Securities, respectivelyif any, which it has agreed to purchase. Certificates for the shares comprising the Offered Securities, if any, shall be in such denominations and satisfactory to registered in such names as the UnderwritersRepresentative may request in writing at least one full business day before the applicable Closing Date. The Optional certificates for the shares comprising the Offered Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at examination and packaging by the above office Representative in the city of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours New York not later than 10:00 A.M. (Eastern time) on the business day prior to such Optional the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case 99.705% of the Companyprincipal amount thereof plus accrued interest, and 4,000,000 shares if any, from May 15, 2020 to the Closing Date (the “Purchase Price”), the respective principal amounts of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Offered Securities set forth opposite the name names of such Underwriter in the several Underwriters on Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the Underwriters in a the form reasonably acceptable to of one or more permanent global securities in definitive form (the Representatives“Offered Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price applicable Purchase Price. Payment for the Offered Securities shall be made by the Underwriters through the Representatives in Federal (same day) funds as instructed in writing by wire transfer to an account specified by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwritersat 9:00 a.m. (New York time), on July 31May 15, 20152020 at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time not later than 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 ,” against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Exchange Act, 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 Global Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder 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 representing all of the Optional Offered Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, the Underwriters agree to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 41.31 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities Securities, with transfer taxes thereon duly paid, to or as instructed by the Representatives Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) for the accounts account of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account of the Company and at Wachovia Bank in Baltimore, Maryland, in connection with the Selling Stockholderclosing of such transactions, respectivelyat the office of Xxxxxx, and satisfactory to the UnderwritersXxxxx & Xxxxxxx LLP, Philadelphia, Pennsylvania, at 11:00 A.M., New York time, on July 31April 17, 20152006, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Dateclosed. In addition, upon written notice from the Representatives Underwriters given to the Company and the Selling Stockholder from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final ProspectusProspectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day), the Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the per share purchase price per Security (including any accumulated dividends thereon to the related Optional Closing Date (as hereinafter defined) to be paid for the Firm Securities; provided that the purchase price for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Company and Underwriters shall not be under any obligation to purchase any of the Selling Stockholder agreeOptional Securities prior to the exercise of such option. If any Optional Securities are to be purchased, each Underwriter, severally and not jointly, agrees to sell to the Underwriters purchase the number of shares Operational Securities (subject to such adjustments as the Underwriters may determine to avoid fractional shares) that bears the same proportion to the total number of Optional Securities specified in such notice and to be purchased by the Underwriters agree, severally and not jointly, as the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to purchase such Optional the total number of Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) Underwriters and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriters but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased purchased, with transfer taxes thereon duly paid, to the Underwriters in book entry form through the facilities of the DTC on each Optional Closing Date to or as instructed by the Representatives for the accounts account of the Underwriters, in a form reasonably acceptable to the Representatives Underwriters against payment of the purchase price therefore in Federal federal (same day) funds as instructed by wire transfer to an account of the Company, in writing by connection with the Company and closing of the Selling Stockholdertransactions, respectively, and satisfactory at the above office. Prior to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence Date, the Company will also deliver the form of their issuance fully registered global certificate that will be made available deposited with DTC for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior Optional Securities that the Underwriters have agreed to such Optional Closing Datepurchase hereunder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 $ [__] per share, that number the numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name respective names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives, through the facilities of the Depository Trust Company ("DTC") unless the Representatives shall otherwise instruct, for the accounts of the Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston LLC ("CSFB") and the Selling Stockholder, respectively, and satisfactory UBS Securities LLC ("UBS") drawn to the Underwritersorder of [___________] at the office of Dewey Ballantine LLP, on July 311301 Avenue of the Americas, 2015New York, or at such other time NY 10019, xx [_____] X.X., New Xxxx xxxx, xx [___________], xx xx xxxx xxxxx xime not later than seven full business days thereafter as the Representatives CSFB, UBS 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 Exchange Act, 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 Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and UBS request and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP DTC or its designated custodian at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB and UBS given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB and UBS 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB and UBS to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB and UBS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, in at the office of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, NY 10019 xxxxxxx xxxxxxx of the xxxxxxxx xxxxx xxxxxxxx xx Xxxxxxx (xxxx xxx) funds by official bank check or checks or wire transfer to an account at a form reasonably bank acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company CSFB and the Selling Stockholder, respectively, and satisfactory UBS drawn to the Underwritersorder of [___________], at the above office Dewey Ballantine LLP. The Optional Securities being purchased on each Xxxxxxxx Xxxxxxx Date will be in definitive form, in such denominations and registered in such names as CSFB and UBS request upon reasonable notice prior to such Optional Closing Date or evidence of their issuance and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP DTC or its designated custodian at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 26.00 per share, that number the respective numbers of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives CSFB for the accounts of the Underwriters in a form reasonably acceptable to Underwriters, at the Representativesoffices of CSFB, Eleven Madison Avenue, New York, N.Y. 10010-3629, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the order of the Company and the Selling Stockholderat 10:00 A.M., respectively, and satisfactory to the UnderwritersNew York time, on July 31April 25, 20152003, or at such other time not later than seven full business days thereafter as the Representatives CSFB 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 ActAct 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 Securities sold pursuant to the offeringhereto. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP CSFB at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions per common share declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB 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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the Credit Suisse First Boston LLC April 22, 2003 Page 12 extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives CSFB for the accounts of the several Underwriters, in a form reasonably acceptable to at the Representatives above office of CSFB, against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to CSFB drawn to the Underwritersorder of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP CSFB at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder 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 the Selling Stockholder, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the Underwriters under the Column “Number of Public Firm Securities” in Schedule A hereto at a purchase price of $[·] per share and the denominator of which is the total number of Firm Securities set forth opposite the names of the Underwriters under the column “Number of Affiliate Firm Securities” in Schedule A hereto at a purchase price of $[·] per share. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse Securities (USA) LLC drawn to the order of the Company and at the Selling Stockholderoffice of Xxxxxx LLP, respectively0000 Xxxxxxxx Xxxx, and satisfactory to the UnderwritersXxx Xxxxx, XX 00000, at [ ] a.m., New York time, on July 31[ ], 20152013 , or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company, at the above office of Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP at least 24 hours prior to a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties warranties, covenants and agreements herein contained and subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder 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 the Selling StockholderCompany, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case 99.159% of the Companyprincipal amount thereof plus accrued interest, and 4,000,000 shares if any, from September 22, 2010 to the Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Offered Securities set forth opposite the name names of such Underwriter the several Underwriters in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of BRE Properties, Inc., at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. (New York time), on July 31September 22, 20152010, or at such other time not later than 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 Exchange Act, 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 Securities sold pursuant to the offeringOffering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of SkaddenMilbank, ArpsTweed, Slate, Xxxxxxx Xxxxxx & Xxxx XxXxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $12.224 per share, that respective number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and hereto. The purchase price per share to be paid by the denominator of which is Underwriters to the total number of Firm SecuritiesCompany for the Stock will be $1.8142 per share (the “Purchase Price”). The Company and the Selling Stockholder will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the Underwriters several Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the RepresentativesCompany given at or prior to 12:00 Noon, New York time at least one full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds as instructed in writing by to an account at a bank acceptable to the Company and Representative payable to the Selling Stockholderorder of the Company, respectivelyall at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and satisfactory delivery at the time and place specified pursuant to this Agreement is a further condition of the Underwritersobligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 31February 7, 20152017, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Exchange Actform of payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to varied by agreement between the Company and the Selling Stockholder from time to time not more than 30 days subsequent to Representative. For the date purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives Representative to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock 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 prior to the exercise of such right upon written notice by the Representatives Representative to the Company. The option granted hereby may be exercised by written notice being given to the Company by the Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date Stock. Each date and each 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 time for delivery of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.payment

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterof the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case 99.016% of the Companyprincipal amount thereof, and 4,000,000 shares the aggregate principal amount of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Offered Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives Payment for the accounts of the Underwriters Offered Securities shall be made by wire transfer in a form reasonably acceptable immediately available funds to the Representatives, against payment of the purchase price by the Underwriters in Federal (same daybank account(s) funds as instructed in writing specified by the Company to the Settlement Lead Manager (as defined herein) against delivery in book entry form through a common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), for the Selling Stockholder, respectively, and satisfactory to account of the Underwriters, of one or more global notes representing the Offered Securities with any transfer taxes payable in connection with the sale of the Offered Securities duly paid by the Company, at 10:00 A.M., London time, on July 31May 24, 20152023, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Time” and such date being herein referred to as the “Closing Date”. .” For purposes of Rule 15c6-1 under the Exchange Act, 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 Securities sold pursuant to the offering. The Firm Forms of the Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 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 Stockholder 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (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 Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each 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 Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory to the Underwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateTime.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company and the Selling StockholderCompany, at a purchase price of $12.224 per share97.25% of the principal amount thereof plus accrued interest from May 5, that number 2004 to the First Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name names of such Underwriter the several Purchasers in Schedule A hereto and the denominator of which is the total number of Firm Securitieshereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price the Firm Securities in the form of one or more permanent global Securities in definitive form (the “Firm Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to CSFB drawn to the Underwritersorder of Quanex Corporation at 10:00 A.M. (New York time), on July 31May 5, 20152004, or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offeringTrustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx LLP 00000 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholder from time to time time, the Purchasers may purchase, not more than 30 13 days subsequent to after the date of the Final ProspectusFirst Closing Date, the Underwriters may purchase all or less than all of the Optional Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company and the Selling Stockholder agree, severally and not jointly, agrees to sell to the Underwriters Purchasers the number of shares principal amount of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number of shares principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by the Representatives CSFB 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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by CSFB on behalf of the Representatives several Purchasers but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the form of one or more permanent global Securities in definitive form (each, an “Optional Global Security”) deposited with the Trustee as instructed custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Representatives for the accounts of the Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefore Purchasers in Federal (same day) funds as instructed in writing by the Company and the Selling Stockholder, respectively, and satisfactory wire transfer to an account at a bank acceptable to CSFB drawn to the Underwriters. The order of Quanex Corporation at the above office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, against delivery to the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the each Selling Stockholder agreeagrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the each Selling Stockholder, at a purchase price of $12.224 38.01 per share, that number of Firm Securities (rounded up or downset forth opposite the name of such Selling Stockholder in Schedule B hereto, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder Stockholders will deliver the Firm Securities 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 for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified, as instructed in writing applicable, by each Selling Stockholder (and acceptable to the Company and Representative) drawn to the order of the Selling StockholderStockholders, respectivelyas applicable, and satisfactory to at the Underwritersoffice of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York time, on July 31June 29, 20152018, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives Company and the Company determineRepresentative, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange ActAct 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 Securities sold pursuant to the offeringoffering contemplated by this Agreement. The Delivery of the Firm Securities so to will be delivered or made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct and evidence of their issuance will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing DateRepresentative. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholder Stockholders 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, Securities at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by the Representative to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative in its discretion 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 Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional 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 Optional Securities is given. The Company and the Each Selling Stockholder Stockholders will deliver the Optional Securities being purchased from such Selling Stockholder on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives Representative, against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by a wire transfer to an account at a bank specified by such Selling Stockholder (and acceptable to the Company and Representative) drawn to the order of such Selling Stockholder, respectively, and satisfactory to at the Underwritersoffice of Xxxxxx & Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or will be made through the facilities of the DTC unless the Representative shall otherwise instruct and evidence of their issuance will be made available for checking at to the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to such Optional Closing DateRepresentative.