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

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M., New York time, on [·], 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees and the Selling Stockholder agree, severally and not jointly, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price of US$[•] $12.224 per ADS share, that number of Firm Securities (rounded up or down, as determined by the respective 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 names name of the Underwriters such Underwriter in Schedule A hereto. (b) 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 official bank check or checks or wire transfer to an account of the Company at a bank acceptable and the Selling Stockholder, respectively, and satisfactory to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M., New York timeUnderwriters, 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time 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 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 ADS Security to be paid for the Firm Securities. The Company agrees 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyCompany and the Selling Stockholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds as instructed in writing by official bank check or checks or wire transfer to an account of the Company at a bank acceptable and the Selling Stockholder, respectively, and satisfactory to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPUnderwriters. 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 the Depositary or any other location agreed Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Procter LLP, Xxxx 00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·•], 2016, 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Procter LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Procter 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Procter LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•●] per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Company, at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx LLP at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 9:00A.M.9:00 A.M., New York time, on [·●], 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 office of the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at least 24 hours prior to the First Closing Date. . The delivery of the Firm Securities will be made through the facilities of the Depositary Trust Company (cthe “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of SkaddenXxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxxx, ArpsXxx Xxxx, Slate, Xxxxxxx & Xxx Xxxx LLP00000-0000. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at a reasonable time in advance of such Optional Closing Date. The delivery of any Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•$[ · ] per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Company, at the office of Skadden, Arps, Slate, Xxxxxxx Lxxxxx & Xxxx Wxxxxxx LLP, 800 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, Xxxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·[ · ], 2024, 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 the Depositary or any other location agreed to by the Depositary Lxxxxx & Wxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is [ · ] and the denominator of which is the total number of Optional Securities specified in such notice and (subject to adjustment by the Underwriters agree, severally and not jointly, Representatives to purchase such Optional Securitieseliminate fractions). The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Lxxxxx & Xxxx Wxxxxxx LLP. The certificates for 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 the Depositary or any other location agreed to by the Depositary Lxxxxx & Wxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$ [•—] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·—], 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 the Depositary or any other location agreed to by the Depositary Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx 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 the Depositary or any other location agreed to by the Depositary Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•·] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.[10:00] A.M., New York time, on [·], 2016, 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 the Depositary or any other location agreed to by the Depositary Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx 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 the Depositary or any other location agreed to by the Depositary Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $17.1550 per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto under the caption “Number of Firm Securities to be Purchased. (b) ” The Company 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 for such Firm Securities by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank specified by the Company (and reasonably acceptable to the Representatives Representatives) drawn to the order of the Company for itself Company, at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.8:30 A.M., New York time, on [·]June 5, 2020, 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 the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities 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 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”). The Company 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. The Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities on Schedule A hereto (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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP. The certificates for 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 the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $24.2125 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP (“Skadden”), at 9:00A.M.10:00 a.m., New York time, on [·]July 26, 2012, or at such other time not later than seven three 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 the Depositary or any other location agreed to by the Depositary Skadden at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden at a reasonable time in advance of 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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS Company the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. hereto at a purchase price of $88.80 per share (b) except that with respect to the aggregate of 2,648,648 of Firm Securities to be purchased by the several Underwriters from the Company hereunder for sale as part of the offering to HRG Group, Inc., the purchase price per share shall be $92.50). The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·]May 20, 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 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm SecuritiesSecurities (except that with respect to the aggregate of 397,297 of Optional Securities to be purchased by the several Underwriters from the Company hereunder for sale as part of the offering to HRG Group, Inc., the purchase price per share shall be $92.50). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. The Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP. The certificates for 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•—] per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenWinston & Xxxxxx LLP (“Winston”), Arps00 X. Xxxxxx Drive, SlateChicago, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Illinois 60601, at 9:00A.M.10:00 A.M., New York time, on [·—], 2013, 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 offeringoffering contemplated by this Agreement. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking review at the above office of the Depositary or any other location agreed to by the Depositary Winston at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS 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 agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 three full business days after written notice of election to purchase Optional Securities is given. The Company 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPWinston. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking review at the above office of the Depositary or any other location agreed to by the Depositary Winston at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS Company the respective number principal amount of Firm the Offered Securities set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto. hereto at a price equal to 99.110% of the principal amount thereof, plus accrued interest, if any, from December 13, 2022 to the Closing Date (b) as defined below). The Company will not be obligated to deliver any of the Firm Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or as instructed through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by the Representatives it to or through any Underwriter. Payment for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Representatives at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.9:00 A.M., (New York time), on [·]December 13, 2022, 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 the Depository Trust Company (“DTC”), for the account of Rule 15c6-1 under the Exchange ActUnderwriters, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery one or more global notes representing each series of securities for all the Offered Securities sold pursuant to (collectively, the offering“Global Notes”). The Firm Securities so to be delivered or evidence of their issuance Global Notes will be made available electronically for checking at the office of the Depositary or any other location agreed to inspection by the Depositary Representatives at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS (representing the initial public offering price less underwriting commissions and concessions), the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. , plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof (b) rounded up or down at the discretion of the Representatives to avoid fractions). The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of DTC in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden[•] A.M., Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M., New York U.S. Eastern time, on [·•], 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 office of the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 00/X, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the same purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•—] per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenFried, ArpsFrank, SlateHarris, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxxx LLP (unless another place shall be agreed upon by the Representatives and the Company), at 9:00A.M.9:00 a.m., New York time, on [·—], 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 Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and from time to time (but on not more than two separate occasions) 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 at the purchase price per ADS share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of SkaddenFried, ArpsFrank, SlateHarris, Xxxxxxx & Xxxx LLPXxxxxxxx LLP (unless another place shall be agreed upon by the Representatives and the Company). The Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $19.92 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP (“Skadden”), at 9:00A.M.10 A.M., New York time, on [·]October 13, 2010, or at such other time not later than seven three (3) 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 the Depositary or any other location agreed to by the Depositary Skadden at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $13.9680 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Freshfields Bruckhaus Xxxxxxxx US LLP (unless another place shall be agreed upon by the Representative and the Company), at 9:00A.M.9:00 a.m., New York time, on [·]May 15, 2017, 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 Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Freshfields Bruckhaus Xxxxxxxx US LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and from time to time (but on not more than two separate occasions) 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 at the purchase price per ADS share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPFreshfields Bruckhaus Xxxxxxxx US LLP (unless another place shall be agreed upon by the Representative and the Company). The Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary Freshfields Bruckhaus Xxxxxxxx US LLP at a reasonable time in advance of such Optional Closing Date.

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 agrees each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Companyeach Selling Stockholder, at a purchase price of US$[•] $23.16 per ADS share, that number of Firm Securities (rounded up or down, as determined by the respective Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule A hereto. (b) hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company Selling Stockholders 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 Underwriters, at the Representatives office of Credit Suisse Securities (USA) LLC, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Selling Stockholders at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx 0000 Xxxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000Xxxxxxxxxx, at 9:00A.M.9:30 A.M., New York time, on [·]February 14, 2006, or at such other time not later than seven full business days thereafter as the Representatives 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 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 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and the Selling 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company agrees Selling Stockholders agree, severally and not jointly, to sell to the Underwriters 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 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 Representatives to eliminate fractions). The Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanySelling Stockholders. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 not be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholders will deliver the Optional Securities being purchased on each Optional Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representatives office of Credit Suisse Securities (USA) LLC, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an any account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanySelling Stockholders, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS 97.625% of the principal amount thereof plus accrued interest from December 26, 2007 to the First Closing Date (as hereinafter defined) the respective number principal amounts of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company for itself ADC Telecommunications, Inc. at the office of SkaddenDxxxx Xxxx & Wxxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 1000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·]December 26, 2007, 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 the Depositary or any other location agreed to by the Depositary Dxxxx Xxxx & Wxxxxxxx at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number total—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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanyADC Telecommunications, Inc., at the above office of Skadden, Arps, Slate, Xxxxxxx Dxxxx Xxxx & Xxxx LLPWxxxxxxx. 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 the Depositary or any other location agreed to by the Depositary Dxxxx Xxxx & Wxxxxxxx at a reasonable time in advance of such Optional Closing Date.

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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•$[ ] per ADS the respective share, that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) I. The Company 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 Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn made to the order of the Company for itself at the office offices of SkaddenDavis Polk & Wardwell, Arps450 Lexington Avenue, SlateNew York, Xxxxxxx & Xxxx LLPNew York, Xxxx Xxxxx Xxxxxxat 10 X.X., Xxx XxxxYoxx xxxx, Xxx Xxxx 00000, at 9:00A.M., New York time, on [·ox [ ], or at such other time not later 0000, xx xx xxxx xxxxx xxxx xxx xater than seven full business days thereafter as the Representatives and the Company determine, determine (such time being is 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 the Representatives request and will be made available for checking and packaging at the office above offices of the Depositary or any other location agreed to by the Depositary Davis Polk & Wardwell at least 24 hours prior to the First Closing Date. (c) Datx. In additionxxxxxxxx, upon written notice from the Representatives given to the Company at any time and Company, from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the Company. (d) Each time for the delivery of and payment for the Optional Securities, being Securities (such time is 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 are herein referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn made to the order of the Company, at the above office offices of Skadden, Arps, Slate, Xxxxxxx Davis Polk & Xxxx LLPWardwell. The certificates for the Optional Securities being purchased on each bexxx xxxxxxsed xx xxxx 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 office above offices of the Depositary or any other location agreed to by the Depositary Davis Polk & Wardwell at a reasonable time in advance of such Optional Closing DateXxxxxxx Xate.

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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $38.64 per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or a wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives Representative) drawn to the order of the Company for itself Company, at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, 000 Xxxx Xxxxxx Xxxxx Xxxxxx0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·]August 20, 2013, 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 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 office facilities of the Depositary or any other location agreed to by Trust Company (the Depositary at least 24 hours prior to “DTC”) unless the First Closing Date. (c) Representative shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities 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 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”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Any Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 several Underwriters in a form reasonably acceptable to the Representatives Representative, against payment of the purchase price therefor for such Optional Securities in Federal (same day) funds by official bank check or checks or a wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives Representative) drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at a reasonable time in advance of such Optional Closing DateRepresentative shall otherwise instruct.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $37.245 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of specified by the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Representatives, at 9:00A.M.9:30 am (Eastern time) on May 8, New York time, on [·]2009, or at such other time not later than seven full business days thereafter as the Representatives Credit Suisse and the Company determinemay agree in writing, 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 Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the office facilities of The Depository Trust Company (“DTC”) unless the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) Representatives shall otherwise instruct. In addition, upon written notice from the Representatives Credit Suisse given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 ear- lier than two or later than five full business days after written notice of election to purchase Optional Securities is givengiven unless otherwise agreed in writing between Credit Suisse and the Company. The Company 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 several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account specified by the Company. Delivery of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of DTC unless the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing DateRepresentatives shall otherwise instruct.

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 agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $______ per ADS share, the respective number numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 Underwriters, at the Representatives offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Credit Suisse First Boston Corporation ("CSFBC") at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 A.M., New York time, on [·], 1998, 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 at the office of the Depositary or any other location agreed to by the Depositary and packaging at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives CSFBC given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Underwriters, at the Representatives offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPCSFBC. 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 at the office of the Depositary or any other location agreed to by the Depositary and packaging at a reasonable time in advance of such Optional Closing Date.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of US$[•] $20.80 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) Shares. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable Shares to the Representatives Underwriters against payment of the purchase price by the Underwriters in Federal (same day) or other immediately available funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Underwriters at the office of SkaddenHoward, ArpsRice, SlateNemerovski, Xxxxxxx & Xxxx LLPCanady, Xxxx Xxxxx & Xxxxxx, Xxx XxxxSan Francisco, Xxx Xxxx 00000California, at 9:00A.M.7:00 A.M., New York Pacific Daylight time, on [·]July 22, 2003, 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 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 requests and will be made available for checking and packaging at the above office of the Depositary or any other location agreed to by the Depositary Howard, Rice, Nemerovski, Canady, Xxxx & Rabkin at least 24 hours prior to the First Closing Date. , or delivered through the facilities of the Depositary Trust Company (cDTC) for the respective accounts of the Underwriters. In addition, upon on the basis of the representations and warranties herein contained and subject to the terms and conditions hereto set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice from (i) at any time before the Representatives given Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriters, to the Company at any setting forth the number of Option Shares as to which the Option Shares are to be registered and the time and from date at which such certificates are to be delivered in the same manner as the Firm Share certificates. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriters but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time not more than 30 days subsequent and date being herein referred to as the “Option Closing Date”). If the date of notice of exercise of the Final Prospectusoption is three or more days before the Closing Date, the Underwriters may purchase all or less than all notice of exercise shall set the Optional Securities at Option Closing Date as the purchase price per ADS to be paid for the Firm SecuritiesClosing Date. The Company agrees to sell option with respect to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 Option Shares granted hereunder may be purchased by the Underwriters exercised only for the purpose of covering to cover over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless Shares by the Firm Securities previously have been, or simultaneously are, sold and deliveredUnderwriters. The right to purchase the Optional Securities or any portion thereof Underwriters may be exercised cancel such option at any time and from time prior to time during the 30 days subsequent to the date its expiration by giving written notice of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives such cancellation to the Company. It is understood that To the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Dateextent, if any, being sometimes referred to as a “Closing Date”)that the option is exercised, shall payment for the Option Shares will be determined by made on 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 will deliver the Optional Securities being purchased on each Optional Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) day funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company for the Option Shares to be sold by it against delivery of certificates therefor at the above office offices of SkaddenHoward, ArpsRice, SlateNemerovski, Xxxxxxx Canady, Xxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at Xxxxxx, San Francisco, California in the office same manner as the delivery of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing DateFirm Shares.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $26.9326 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Fenwick & Xxxx LLPXXX, Xxxx Xxxxx Xxxxxx, Xxx Xxxxxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx, 00000, at 9:00A.M.9 A.M., New York time, on [·]September 28, 2007, or at such other time not later than seven full business days thereafter as the Representatives Representative(s) 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 the Depositary or any other location agreed to by the Depositary Fenwick & West LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Fenwick & Xxxx West 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 the Depositary or any other location agreed to by the Depositary Fenwick & West LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•·] per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Company, at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX, 00000, at 9:00A.M.[•] A.M., New York time, on [·•], 2017, 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 Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the office facilities of DTC unless the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) Representatives shall otherwise instruct. In addition, upon written notice from the Lead Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities 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”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Lead 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Lead Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Lead Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Lead Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Lead Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Lead Representatives drawn to the order of the Company, at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of DTC unless the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing DateLead Representatives shall otherwise instruct.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS $12.3825per share thereof, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank designated by the Company and reasonably acceptable to the Representatives Credit Suisse drawn to the order of the Company for itself at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 A.M., New York time, on [·]June 3, 2009, 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 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 Firm Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will shall be made available for checking at through the office facilities of The Depository Trust Company unless the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) Lead Underwriter shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company, at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will shall be made available for checking at through the office facilities of The Depository Trust Company unless the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing DateLead Underwriter shall otherwise instruct.

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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $ per ADS (the respective “Purchase Price”), that number of Firm Securities that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) hereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 A.M., New York City time, on [·], 2017, 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and from time to time 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 at the purchase price Purchase Price per ADS to be paid for the Firm SecuritiesADS. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing Date.

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 agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS Company the respective number numbers of Firm Securities Shares, Pre-Funded Warrants and Class A Warrants set forth opposite the names of the Underwriters in Schedule A hereto. . The purchase price to be paid by the Underwriters to the Company for the Securities will be $10.285 per Share and accompanying Class A Warrants (bor, for Pre-Funded Warrants in lieu of Shares, $10.284 per Pre-Funded Warrant and accompanying Class A Warrants) (the “Purchase Price”). The Company will deliver (a) the Firm Securities Shares and Class A Warrants to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable Underwriters, through the facilities of The Depository Trust Company, and (b) the Pre-Funded Warrants to the Representatives for the respective accounts of the several Underwriters, 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to specified by the Representatives drawn Company payable to the order of the Company for itself the Securities sold by them all at the office offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx Xxxxxx00 Xxxxxx Xxxxx, Xxx Xxxx44th Floor, Xxx Xxxx 00000New York, New York, 10001. Time shall be of the essence, and delivery at 9:00A.M.the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [·]April 16, or at 2019, 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 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Datethe location of delivery of, if anyand the form of payment for, being sometimes referred to as a “Closing Date”), shall the Securities may be determined varied by agreement among the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is givenCompany and the Representatives. The Company 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 propose to offer the Securities for sale upon the terms and conditions set forth in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing DateProspectus.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $6.39 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Lxxxxx & Xxxx Wxxxxxx LLP, 800 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000Xxxxxxx, Xxxxx 00000 at 9:00A.M.9:00 am (Central time) on October 2, New York time, on [·]2013, 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 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 Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by Trust Company (the Depositary at least 24 hours prior to “DTC”) unless the First Closing Date. (c) Representatives shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Lxxxxx & Xxxx Wxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at a reasonable time in advance of such Optional Closing DateRepresentatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. (a) On The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the principal amount of US$[•] per ADS the respective number of Firm Securities Notes set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto. hereto at a price equal to 99.400% of the principal amount of the Notes, plus accrued interest, if any, from May 26, 2020 to the Closing Date (b) as defined below). The Company will not be obligated to deliver any of the Firm Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or as instructed through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by the Representatives it to or through any Underwriter. Payment for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Representatives at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, 000 Xxxx Xxxxxx Xxxxx Xxxxxx0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 9:00A.M.9:00 A.M., (New York time), on [·]May 26, 2020, 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 the Depository Trust Company (“DTC”), for the account of Rule 15c6-1 under the Exchange ActUnderwriters, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery one or more global notes representing each series of securities for all the Offered Securities sold pursuant to (collectively, the offering“Global Notes”). The Firm Securities so to be delivered or evidence of their issuance Global Notes will be made available electronically for checking at the office of the Depositary or any other location agreed to inspection by the Depositary Representatives at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing Date.

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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $8.93 per ADS the respective share, that number of shares of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx0xx Xxxxx, Xxx Xxxx 00000Xxxxxxxxx, Xxxxxxxxxx, at 9:00A.M., New York 9:00 A.M. (Eastern time), on [·]October 9, 2012, 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 such denominations and registered in such names as the Representatives requests and will be made available for checking and packaging at the above office of the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 Underwriters, at the Representatives office of Xxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $17.155 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00A.M.7:00 A.M., New York Pacific time, on [·]September 21, 2016, 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 Delivery of the Firm Securities so to will be delivered or evidence made through the facilities of their issuance the Depository Trust Company (“DTC”) unless the Representatives instruct otherwise. The certificates for the Firm Securities will be made available for checking inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., Pacific time, on the Depositary or any other location agreed to by the Depositary at least 24 hours business day prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of SkaddenXxxxx Xxxx & Xxxxxxxx LLP, Arps0000 Xx Xxxxxx Xxxx, SlateXxxxx Xxxx, Xxxxxxx & Xxxx LLPXxxxxxxxxx 00000. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives instruct otherwise. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., Pacific time, on the Depositary or any other location agreed business day prior to by the Depositary at a reasonable time in advance of such each 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company for itself CB Xxxxxxx Xxxxx Group, Inc. at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 A.M., New York time, on November [·]•] 2008, 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the CompanyCB Xxxxxxx Xxxxx Group, Inc., at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing Dateoffice.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $30.55 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank reasonably acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx 000 Xxxxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxx, Xxxxxxxxxxxxx 00000-0000, at 9:00A.M.10:00 a.m., New York Eastern time, on [·]July 26, 2019, 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number 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 Subject to the satisfaction or waiver of the notice provision of the first sentence of this paragraph, the right to purchase the Optional Securities or any portion thereof may be exercised at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 will deliver the Optional Securities being purchased by the Underwriters 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $10.676125 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx XxxxFour Times Square, Xxx Xxxx XX 00000, at 9:00A.M.10:00 a.m., New York time, on [·]January 15, 2010, 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 be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not no later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $20.83 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP (“Skadden”), at 9:00A.M.10:00 a.m., New York time, on [·]January 28, 2013, or at such other time not later than seven three 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 the Depositary or any other location agreed to by the Depositary Skadden at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•—] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx, Xxxxxxxxxx 00000, at 9:00A.M.9:00 a.m., New York time, on [·—], 2014, 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 be delivered or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to day period following the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but, except as otherwise mutually agreed between the Company and the Representative, shall be not less than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given unless the Optional Closing Date is the First Closing Date, in which case the Optional Closing Date may occur no sooner than one business day after written notice of election is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $14.335 per ADS share, the respective number of Firm Securities Shares set forth opposite the names of the Underwriters in Schedule A hereto. (b) , or, for Warrants in lieu of Firm Shares, at a purchase price of $14.334999 per Warrant, the respective number of Warrants set forth opposite the names of the Underwriters in Schedule A hereto. The Company 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 against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, Xxxxxxxxxx, 00000, at 9:00A.M.10:00 a.m., New York time, on [·]July 7, 2020, 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 the Depositary or any other location agreed to by the Depositary 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 (cbut 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 at any time and 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 Shares at the purchase price per ADS 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 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the Company. (d) 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 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 several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at a reasonable time in advance of 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 Selling Securityholder agrees to sell the Firm Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Securityholder, at a purchase price of US$[•] $15.3032 per ADS share, the respective number of shares of Firm Securities (subject to such adjustments to eliminate fractional shares as you may determine) set forth opposite the names of the Underwriters in Schedule A hereto. (b) hereto opposite the name of such Underwriter. The Company Selling Securityholder 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable accounts specified by the Selling Securityholder to the Representatives Representative in writing at least 48 hours in advance and drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Selling Securityholder, at 9:00A.M.10:00 A.M., New York time, on [·]June 17, 2019, or at such other time not later than seven full business days thereafter as the Representatives Representative, the Company and the Company Selling Securityholder 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 office of the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and the Selling Securityholder 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 at the purchase price per ADS Security to be paid for the Firm Securities; 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 Firm Securities but not payable on such Optional Securities. The Company Selling Securityholder 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the CompanyCompany and the Selling Securityholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Securityholder 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable accounts specified by the Selling Securityholder to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPSelling Securityholder. 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 Selling Stockholder agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of US$[•] $28.006875 per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Selling Stockholder, at the office of Skadden, Arps, Slate, Xxxxxx Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·]August 13, 2018, 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 office of the Depositary or any other location agreed to by the Depositary Xxxxxx Xxxxxx & Xxxxxxx LLP at least 24 hours one Business Day prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company Selling Stockholder 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. The Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanySelling Stockholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 givengiven other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. The Company 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 Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanySelling Shareholder, at the above office of Skadden, Arps, Slate, Xxxxxx Xxxxxx & Xxxxxxx & Xxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary Xxxxxx Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of 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 Selling Securityholder agrees to sell the Firm Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Securityholder, at a purchase price of US$[•] $13.44 per ADS share, the respective number of shares of Firm Securities (subject to such adjustments to eliminate fractional shares as you may determine) set forth opposite the names of the Underwriters in Schedule A hereto. (b) hereto opposite the name of such Underwriter. The Company Selling Securityholder 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable accounts specified by the Selling Securityholder to the Representatives in writing at least 48 hours in advance and drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Selling Securityholder, at 9:00A.M.10:00 A.M., New York time, on [·]November 20, 2018, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Selling Securityholder 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 office of the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and the Selling Securityholder 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 at the purchase price per ADS Security to be paid for the Firm Securities; 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 Firm Securities but not payable on such Optional Securities. The Company Selling Securityholder 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyCompany and the Selling Securityholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Selling Securityholder 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable accounts specified by the Selling Securityholder to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPSelling Securityholder. 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $1.932 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. , plus any additional number of Firm Securities which such Underwriters may become obligated to purchase pursuant to the provisions of Section 9 hereof, with the Company and Underwriters agreeing that the purchase price shall be $2.058 per share for shares that will be delivered to certain investors previously identified to the Underwriters (bthe “Company Investors”) for up to a maximum (in aggregate) of 20% of the Offered Securities sold in the offering, and then the purchase price shall be $1.932 for any shares delivered to Company Investors participating in the offering above the 20% threshold. The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Sichenzia Xxxx Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx Xxxxxx00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·]April 26, 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 several Underwriters in a form reasonably acceptable to the Representatives Representative shall request against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Sichenzia Xxxx Xxxxxxx & Xxxx 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 Optional Securities, if any, which it has agreed to purchase. Certificates for the shares comprising the Offered Securities, if any, shall be in such denominations and registered in such names as the Representative 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 the office of the Depositary or any other location agreed to examination and packaging by the Depositary at a reasonable time Representative in advance the city of such Optional New York not later than 10:00 A.M. (Eastern time) on the business day prior to the 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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•] per ADS the respective share, that number of Firm Securities set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Company, at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, Xxxxx 00000, at 9:00A.M., New York time9:00 am (Eastern Time), on [·•], 2017, 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 Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at least 24 hours prior to the First Closing Date. (c) Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities 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 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”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at a reasonable time in advance of such Optional Closing DateRepresentatives shall otherwise instruct.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $45.96 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or a wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives Representatives) drawn to the order of the Company for itself Company, at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·]April 21, 2015, 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 office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at least 24 hours prior to the First Closing Date. (c) Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS 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 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor for such Optional Securities by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives Representatives) drawn to the order of the Company, at the above office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at a reasonable time in advance of such Optional Closing DateRepresentatives shall otherwise instruct.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $16.78 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 a.m., New York time, on [·]February 6, 2020, or at such other time not later than seven three 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities; 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 Firm Securities but not payable on such Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $36.00 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an a bank account of or accounts designated by the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenXxxxx Xxxx & Xxxxxxxx, ArpsThe Hong Kong Club Building, Slate3 Chater Road, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Hong Kong, at 9:00A.M.9:00 A.M., New York time, on [·]February 18, 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and substantially in the form attached hereto as Exhibit B-4 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 fractionsfractional shares) 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an a bank account of or accounts designated by the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx LLPXxxxxxxx. 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx at a reasonable time in advance of such Optional Closing Date.

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 agrees to issue and sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of US$$ [•____] per ADS share, the respective number numbers of shares of Firm Securities set forth opposite the names of the Underwriters in on Schedule A I hereto. (b) . The Company 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 Underwriters, against payment of the purchase price by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself BioMed Realty Trust, Inc. at the office of Skadden, Arps, Slate, Xxxxxxx Latham & Xxxx Watkins LLP, Xxxx Xxxxx Xxxxxx12636 High Bluff Drive, Xxx XxxxSuite 300, San Diego, CA 00000, ax 00:00 p.m., Xxx Xxxx 00000xxxx, at 9:00A.M.xx _____ __, New York time0000, on [·], or at such other time xx xx xxxx xxxxx xxme 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”. "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 Representative requests and will be made available for checking and packaging at the office of the Depositary or any other location agreed to by the Depositary at least 24 DLA Piper Rudnick Gray Cary US LLP, 4700 Six Forks Road, Suite 200, Raleigx, XX 00000 xt xxxxx 00 hours prior to the First Closing Date. (c) prxxx xx xxx Xxxxx Xxxxxxx Xxxx. In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the Company. (d) 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Underwriters, against payment of the purchase price therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the CompanyBioMed Realty Trust, Inc., at the above office of Skadden, Arps, Slate, Xxxxxxx Latham & Xxxx Watkins LLP. The certificates for the Optional Securities being purchased on beixx xxxchaxxx xx 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 office of the Depositary or any other location agreed to by the Depositary DLA Piper Rudnick Gray Cary US LLP at a reasonable time in advance of such Optional Closing DateXxxxxxxx Xxxsxxx Xxxx.

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 agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $39.63 per ADS share, the respective number numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Spinnaker Exploration Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx XxxxxxXxxxx L.L.P., Xxx XxxxXxxxx Xxxxx, Xxx Xxxx 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·]April 3, 2002, 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 office of the Depositary or any other location agreed to by the Depositary ComputerShare Investor Services, LLC, 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives CSFBC given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives CSFBC drawn to the order of the Spinnaker Exploration Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. Xxxxx Xxxxx 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 the Depositary or any other location agreed to by the Depositary ComputerShare Investor Services, LLC at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $5.545 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.9:00 A.M., New York time, on [·]January 27, 2016, 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 be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 Securities, for the purpose of covering over allotments made in connection with the offering of the Firm Securities, at the purchase price per ADS Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $2.697 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) , plus any additional number of Firm Securities which such Underwriters may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Sichenzia Xxxx Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx Xxxxxx00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·]February 22, 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS share to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 several Underwriters in a form reasonably acceptable to the Representatives Representative shall request against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Sichenzia Xxxx Xxxxxxx & Xxxx 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 Optional Securities, if any, which it has agreed to purchase. Certificates for the shares comprising the Offered Securities, if any, shall be in such denominations and registered in such names as the Representative 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 the office of the Depositary or any other location agreed to examination and packaging by the Depositary at a reasonable time Representative in advance the city of such Optional New York not later than 10:00 A.M. (Eastern time) on the business day prior to the 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•·] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00A.M.[·] A.M., New York time, on [·], 2013, 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to a reasonable time in advance of the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the for not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 is given. The Company 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP (“Skadden”), at 9:00A.M.10 A.M., New York time, on [·•], 2010, or at such other time not later than seven three (3) 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 the Depositary or any other location agreed to by the Depositary Skadden at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to designated by the Representatives Company drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP (“Skadden”), at 9:00A.M.10 A.M., New York time, on [·•], 2010 or at such other time not later than seven three 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 shall be delivered or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at least 24 hours registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price for $[•] per ADS to be paid for the Firm Securitiesshare. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 earlier than three days and not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanyCredit Suisse, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the applicable Optional Closing Date. As compensation for the Underwriters’ commitments, the Company will pay to the Representatives for the Underwriters’ proportionate accounts the sum of their issuance [•]% of the aggregate principal amount of the $[•] per share purchase price for the Offered Securities times the total number of Offered Securities purchased by the Underwriters on each Closing Date. Such payment will be made available for checking at on each Closing Date with respect to the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of Offered Securities purchased on such Optional Closing Date.

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 agrees to sell to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS Company the respective number of shares of Firm Securities Stock set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. . The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $7.52 (b) the “Purchase Price”). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn payable to the order of the Company for itself Company, all at the office offices of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, XX 00000. Time shall be of the essence, and delivery at 9:00A.M.the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [·]April 23, or at 2018, 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 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition” The Closing Date and the location of delivery of, upon written notice from and the Representatives given to form of payment for, the Firm Stock may be varied by agreement between the Company at and the Representatives. For the purpose of covering any time over-allotments in connection with the distribution and from time to time not more than 30 days subsequent to the date sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per ADS share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company 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. The 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, 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time prior to exercise of such right upon written notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•·] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself “Kosmos Energy Ltd.”, at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·], 2011, 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company“Kosmos Energy Ltd.”, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $18.13 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Fxxx LLP (“Skadden”), at 9:00A.M.10 A.M., New York time, on [·]August 23, 2011, or at such other time not later than seven three (3) 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 the Depositary or any other location agreed to by the Depositary Skadden at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $17.99 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Ropes & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000LLP (unless another place shall be agreed upon by the Representatives and the Company), at 9:00A.M.9:00 a.m., New York time, on [·]July 9, 2021, 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 representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Ropes & Xxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and from time to time (but on not more than two separate occasions) 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 at the purchase price per ADS share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx Ropes & Xxxx LLPLLP (unless another place shall be agreed upon by the Representatives and the Company). The Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary Ropes & Xxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $12.7015 per ADS share (the “Purchase Price”) for the Firm Securities, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 a.m., New York time, on [·]March 18, 2021, 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 offeringoffering contemplated by this Agreement. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price Purchase Price per ADS 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 agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 three full business days after written notice of election to purchase Optional Securities is given. The Company 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 book entry form reasonably acceptable to through the Representatives facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing DateRepresentatives.

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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $3.7494 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 a. m., New York time, on [·]February 4, 2021, or at such other time not later than seven three 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities; 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 Firm Securities but not payable on such Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at a reasonable time in advance of 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 agrees and the Selling Shareholders, each severally and not jointly, agree to sell to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of US$[•] $22.80 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company and the Selling Shareholders, each severally and not jointly, 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenMilbank, ArpsTweed, Slate, Xxxxxxx Xxxxxx & Xxxx XxXxxx LLP, Xxxx Xxxxx Xxxxxx30/F Xxxxxxxxx Xxxxx, Xxx 00 Xxxxxx Xxxx, Xxx Xxxxxxx, Xxxx 00000Xxxx, at 9:00A.M.9:00 P.M., New York Hong Kong time, on [·]June 16, 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 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 In addition, on the office basis of the Depositary or any other location agreed to by the Depositary at least 24 hours prior representations and warranties herein contained and subject to the First Closing Date. (c) In additionterms and conditions herein set forth, upon written notice from the Representatives given to the Company at any time and XXXX 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 at the purchase price per ADS share to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company any payable on the Firm Securities but not payable on the Optional Securities. The Each of the Company and XXXX, severally and not jointly, agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name on Schedule A hereto 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyCompany and XXXX. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 but, except as otherwise mutually agreed between the Company, XXXX and the Representatives, shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Company and XXXX 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 Representatives, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanyCompany or XXXX, as the case may be, at the above office of SkaddenMilbank, ArpsTweed, Slate, Xxxxxxx Xxxxxx & Xxxx 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 office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $15.53 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 a.m., New York time, on [·]February 7, 2019, or at such other time not later than seven three 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities; 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 Firm Securities but not payable on such Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

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 agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $17.62 per ADS share, the respective number numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 Underwriters, against payment of the purchase price by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself United States Steel Corporation at the office of SkaddenSimpson Thacher & Bartlett, Arps425 Lexington Avenue, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.New York, New York timeat 00:00 X.X., on [·]Xxw Yxxx xxxx, or at such other time not xx Xxx 00, 0000, xx xx xxxx xxxxx xxxx xot 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”"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 the Representatives request and will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary and packaging at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the Company. (d) 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 but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 against payment office of the purchase price therefor in Federal Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York, axxxxxx xxxxxxx of xxx xxxxhaxx xxxxx xxxxxxxx xx xxxxxxx (same dayxxxx xxx) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanyUnited States Steel Corporation, at the above office of Skadden, Arps, Slate, Xxxxxxx Simpson Thacher & Xxxx LLPBartlett. The certificates for the Optional Securities being purchased on each Securitiex xxxxx xxxxxxxed xx xxxx 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 at the office of the Depositary or any other location agreed to by the Depositary and packaging at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and agreements, subject to the terms and conditions set forth herein, herein the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $7.60 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx Sterling LLP, Xxxx Xxxxx 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 A.M., New York time, on [·]March 28, 2007, 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 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 the Depositary or any other location agreed to by the Depositary Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx Sterling 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 the Depositary or any other location agreed to by the Depositary Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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 Selling Stockholder agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of US$[•] $18.8175 per ADS share, the respective number numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. Such purchase price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Offered Securities to the Underwriters duly paid and (ii) any withholding that the Underwriters determine is required. (b) The Company 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 federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Norimet Limited at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx Xxxxxx000 Xxxxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·]December 13, 2010, or at such other time not later than seven full business days thereafter as the Representatives and the Company Selling Stockholder 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company Selling Stockholder 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the CompanySelling Stockholder. (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 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 therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Norimet Limited at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS (i) 99.286% of the principal amount thereof of the 2023 Notes, the respective number principal amounts of Firm Securities the 2023 Notes set forth opposite the names of the Underwriters in Schedule A hereto. , (bii) 99.309% of the principal amount thereof of the 2027 Notes, the respective principal amounts of the 2027 Notes set forth opposite the names of the Underwriters in Schedule A hereto and (iii) 98.950% of the principal amount thereof of the 2046 Notes, the respective principal amounts of the 2046 Notes set forth opposite the names of the Underwriters in Schedule A hereto. The terms of the Offered Securities are as set forth in the General Disclosure Package. The Company 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 against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.10:00 a.m., New York City time, on [·]July 5, 2016, 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 Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $3.82 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 at 9:00A.M.9:00 A.M., New York time, on [·]November 20, 2012, 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, may purchase all or less than all of the Optional Securities at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. The Company 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. The 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 (or such number increased as set forth in Section 9 hereof) (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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 at least one business day and not later than five ten full business days after written notice of election to purchase Optional Securities is given. The Company 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•$[ ] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank reasonably acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Procter LLP, Xxxx 00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx XX 00000, at 9:00A.M.10:00 A.M., New York time, on [·_], 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 Firm Securities sold pursuant to the offeringsold. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Xxxxxxx Procter LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the for not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 is given. The Company 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank reasonably acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Procter 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 the Depositary or any other location agreed to by the Depositary Xxxxxxx Procter LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $2.82 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx 0000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000, Xxxxxxxxxx 00000 at 9:00A.M.10:00 A.M., New York time, on [·]October 29, 2012, 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $39.90 per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of SkaddenDLA Piper LLP (US), Arps000 Xxxxxxxx Xxx., SlateXxxxx 0000, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 9:00A.M.10:00 A.M., New York time, on [·]May 13, 2019, 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 office of the Depositary or any other location agreed to by the Depositary DLA Piper LLP (US) in Austin, Texas at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, Company at the above office of SkaddenDLA Piper LLP (US) in Austin, Arps, Slate, Xxxxxxx & Xxxx LLPTexas. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary DLA Piper LLP (US) in Austin, Texas at a reasonable time in advance of 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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of US$$[•●] per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. . For the avoidance of doubt, the several Underwriters will deduct the Firm Capital Increase Amount (bas 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 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 following payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx 000 Xxxxx XxxxxxXxxxx, Xxx XxxxMenlo Park, Xxx Xxxx 00000California 94025, at 9:00A.M.10:00 A.M., New York time, on [·●], 2017, 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 office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS 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 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. The Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $28.006875 per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 for such Firm Securities by the Underwriters in Federal (same day) funds by official bank check or checks or a wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives Representatives) drawn to the order of the Company for itself Company, at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, 000 Xxxx Xxxxxx Xxxxx Xxxxxx0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·]May 21, 2013, 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 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 Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by Trust Company (the Depositary at least 24 hours prior to “DTC”) unless the First Closing Date. (c) Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities 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 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”). The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Any Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number 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 in their 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 will deliver the Optional Securities being purchased by the Underwriters 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 Representatives, against payment of the purchase price therefor for such Optional Securities in Federal (same day) funds by official bank check or checks or a wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives Representatives) drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the office facilities of the Depositary or any other location agreed to by DTC unless the Depositary at a reasonable time in advance of such Optional Closing DateRepresentatives shall otherwise instruct.

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 agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $6.815 per ADS the respective share, that number of shares of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx Godward Kronish LLP, Xxxx Xxxxx 0000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000, Xxxxxxxxxx at 9:00A.M., New York 9:00 A.M. (Eastern time), on [·]September 22, 2009, 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 certificates for the Firm Securities so to be delivered or evidence of their issuance will be in such denominations and registered in such names as the Representative requests and will be made available for checking and packaging at the above office of the Depositary or any other location agreed to by the Depositary Xxxxxx Godward Kronish LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company 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. The 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 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Underwriters, at the Representatives office of Cooley Godward Kronish LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be 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 the Depositary or any other location agreed to by the Depositary Cooley Godward Kronish LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $96.00 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Credit Suisse Securities (USA) LLC drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx, XX 00000, at 9:00A.M.9:30 a.m., New York time, on [·]November 24, 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the a purchase price of $96.00 per ADS to be paid for the Firm Securitiesshare. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

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 agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS Company the respective number numbers of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto. . The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $15.04 per share (b) the “Purchase Price”). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, or in a form reasonably acceptable the case of the Class B common stock, in book entry form, issued in such names and in such denominations as the Representatives 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 Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to specified by the Representatives drawn Company payable to the order of the Company for itself the Firm Stock sold by them all at the office offices of Skadden, Arps, Slate, Xxxxxxx Dxxxx Xxxx & Xxxx Wxxxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 1000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at 9:00A.M.the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 9:00 A.M., New York time, on [·]July 20, or at 2020, 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 Firm Stock may be varied by agreement between the otherwise applicable settlement date) shall be Company and the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringRepresentatives. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase Stock. The price per ADS share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $13.395 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx, 00000, at 9:00A.M.10:00 a.m., New York time, on [·]March 2, 2015, 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 be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but, unless the Optional Closing Date is the First Closing Date or as otherwise mutually agreed between the Company and the Representative, shall be not earlier than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $11.515 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx 000 Xxxxx XxxxxxXxxxx, Xxx XxxxMenlo Park, Xxx Xxxx 00000California, 94025, at 9:00A.M.10:00 a.m., New York time, on [·]September 23, 2016, 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 be delivered or evidence of their issuance will be made available for checking at the above office of the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives Representative given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but, unless the Optional Closing Date is the First Closing Date or as otherwise mutually agreed between the Company and the Representative, shall be not earlier than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company 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 Representative against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives Representative drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$$[•] per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & Xxxx Xxxxxxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00A.M.[•] A.M., New York time, on [·•], 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Company 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxx Xxxx & 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 the Depositary or any other location agreed to by the Depositary Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On The Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] per ADS Company the respective number principal amount of Firm the Offered Securities set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto. hereto at a price equal to 98.922% of the principal amount thereof, plus accrued interest, if any, from October 28, 2022 to the Closing Date (b) as defined below). The Company will not be obligated to deliver any of the Firm Offered Securities except upon payment for all the Offered Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Offered Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Offered Securities on the terms set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Offered Securities to or as instructed through any affiliate of an Underwriter and that any such affiliate may offer and sell Offered Securities purchased by the Representatives it to or through any Underwriter. Payment for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Representatives at the office of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx 000 Xxxxxxxx Xxx. Xxxxx 000, Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00A.M.9:00 A.M., (New York time), on [·]October 28, 2022, 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 the Depository Trust Company (“DTC”), for the account of Rule 15c6-1 under the Exchange ActUnderwriters, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery one or more global notes representing each series of securities for all the Offered Securities sold pursuant to (collectively, the offering“Global Notes”). The Firm Securities so to be delivered or evidence of their issuance Global Notes will be made available electronically for checking at the office of the Depositary or any other location agreed to inspection by the Depositary Representatives at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $20.51 per ADS share, the respective number of Firm Securities set forth opposite the names of the Underwriters set forth in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Washington Real Estate Investment Trust at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxxx & Xxxx Xxxxxx LLP, Xxxx Xxxxx 0000 Xxxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx XX, 00000, at 9:00A.M.10:00 A.M., New York time, on [·]May 5, 2009, 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 the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxx LLP at least 24 hours prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities less an amount equal to any dividend paid by the Company and payable on any Firm Securities and not payable on such Optional Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 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 therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanyWashington Real Estate Investment Trust, at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxx & Xxxx 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 the Depositary or any other location agreed to by the Depositary Xxxxxx & Xxxxxx LLP at a reasonable time in advance of 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 Selling Stockholder agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of US$[•] $20.47875 per ADS share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (b) . The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself Selling Stockholder, at the office of Skadden, Arps, Slate, Xxxxxx Xxxxxx & Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M.9:00 A.M., New York time, on [·]May 14, 2018, 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 office of the Depositary or any other location agreed to by the Depositary Xxxxxx Xxxxxx & Xxxxxxx LLP at least 24 hours one Business Day prior to the First Closing Date. (c) . In addition, upon written notice from the Representatives given to the Company at any time and 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 at the purchase price per ADS Security to be paid for the Firm Securities. The Company Selling Stockholder 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. The Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanySelling Stockholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 givengiven other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. The Company 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 Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the CompanySelling Shareholder, at the above office of Skadden, Arps, Slate, Xxxxxx Xxxxxx & Xxxxxxx & Xxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary Xxxxxx Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of 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 agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[•] $25.21 per ADS share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. . At 9:00 am (bCentral time) The Company 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 by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Skaddenon February 6, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00A.M., New York time, on [·]2015, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, determine (such time being herein referred to as the “First Closing Date”), the Company will deliver the Firm Securities to the Representative at the office of Xxxxxx & Xxxxxxx LLP, Houston, Texas (the “Closing Location”), counsel for the Underwriters, or through the facilities of DTC, in either case for the accounts of the several Underwriters, against payment of the purchase price therefor by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company to the Representative prior to 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 this Agreement. A meeting will be held at the offering. The Firm Securities so Closing Location at or about 5:00 p.m., New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the documents to be delivered or evidence of their issuance pursuant to this Agreement will be made available for checking at the office of the Depositary or any other location agreed to review by the Depositary at least 24 hours prior to the First Closing Date. (c) In addition, upon written notice from the Representatives given to the Company at any time and from parties hereto. 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 at the purchase price per ADS Security to be paid for the Firm Securities, upon written notice from the Representative given to the Company setting forth the aggregate number of shares of Optional Securities as to which the Underwriters are exercising the option and the time and place at which such Optional Securities will be delivered. The Company agrees to issue and 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. The 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 at any time and from time to time during the 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the terms of the Representatives’ instructions to the 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 Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is givengiven to the Company. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative at the office of Xxxxxx & Xxxxxxx LLP, Houston, Texas, counsel for the Underwriters, or as instructed by through the Representatives facilities of DTC, in either case for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price therefor by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable designated by the Company to the Representatives drawn Representative prior to the order of the Company, at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the office of the Depositary or any other location agreed to by the Depositary at a reasonable time in advance of such Optional Closing Date. A meeting will be held at the Closing Location at or about 5:00 p.m., New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to this Agreement will be available for review by the parties hereto.